SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
InterWest Management Partners IX, LLC

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2015
3. Issuer Name and Ticker or Trading Symbol
Carbylan Therapeutics, Inc. [ CBYL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Series A Preferred Stock (1) (1) Common 831,531 (1) I See Footnote(2)
Convertible Series B Preferred Stock (3) (3) Common 2,145,351 (3) I See Footnote(2)
Convertible Promissory Note (4) (4) Common 466,357 (4) I See Footnote(2)
Convertible Promissory Note (5) (5) Common 365,957 (5) I See Footnote(2)
1. Name and Address of Reporting Person*
InterWest Management Partners IX, LLC

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
InterWest Partners IX, LP

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GIANOS PHILIP T

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ORONSKY ARNOLD L

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kliman Gilbert H

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Holmes W Stephen

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kjellson Nina S

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Pepper Douglas A

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CLEVELAND BRUCE A

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NASR KHALED

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Series A Convertible Preferred Stock is convertible into Common Stock on a one for one basis, at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
2. The shares are held by InterWest Partners IX, L.P. ("IW9"). InterWest Management Partners IX, LLC ("IMP9"), the general partner of IW9, has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment control with respect to the share held by IW9 and disclaims beneficial ownership of the shares reported herein, except to the extent of his or her respective pecuniary interest therein.
3. The Series B Convertible Preferred Stock is convertible into Common Stock on a one for one basis, at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
4. The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 184 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
5. The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 41 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
Remarks:
Exhibit List Exhibit 24 - Powers of Attorney Exhibit 99 - Form 3 Joint Filter Information
By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC 04/08/2015
By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P. 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Nina Kjellson 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Douglas Pepper 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Bruce Cleveland 04/08/2015
By: /s/ Karen A. Wilson, Attorney-in-Fact for Khaled Nasr 04/08/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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