0001209191-16-124788.txt : 20160601 0001209191-16-124788.hdr.sgml : 20160601 20160601184236 ACCESSION NUMBER: 0001209191-16-124788 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160601 FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearside Biomedical, Inc. CENTRAL INDEX KEY: 0001539029 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 452437375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1220 OLD ALPHARETTA RD STREET 2: SUITE 300 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-270-4005 MAIL ADDRESS: STREET 1: 1220 OLD ALPHARETTA RD STREET 2: SUITE 300 CITY: ALPHARETTA STATE: GA ZIP: 30005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thorp Clay CENTRAL INDEX KEY: 0001592380 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690505 MAIL ADDRESS: STREET 1: C/O HATTERAS VENTURE PARTNERS III, LP STREET 2: 280 S. MANGUM ST., SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: INGRAM ROBERT ALEXANDER CENTRAL INDEX KEY: 0001219890 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690506 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 FORMER NAME: FORMER CONFORMED NAME: INGRAM ROBERT A DATE OF NAME CHANGE: 20030222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crumpler John CENTRAL INDEX KEY: 0001674107 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690509 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET STREET 2: SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Venture Affiliates III Lp CENTRAL INDEX KEY: 0001390738 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690510 BUSINESS ADDRESS: STREET 1: 1822 E NC 54 STREET 2: Ste 250 CITY: Durham STATE: NC ZIP: 27713 BUSINESS PHONE: 9194840730 MAIL ADDRESS: STREET 1: 1822 E NC 54 STREET 2: Ste 250 CITY: Durham STATE: NC ZIP: 27713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Ventures Partners III LP CENTRAL INDEX KEY: 0001390733 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690511 BUSINESS ADDRESS: STREET 1: 1822 E NC 54 Ste 250 CITY: Durham STATE: NC ZIP: 27713 BUSINESS PHONE: 9194840730 MAIL ADDRESS: STREET 1: 1822 E NC 54 Ste 250 CITY: Durham STATE: NC ZIP: 27713 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hatteras Venture Advisors III, LLC CENTRAL INDEX KEY: 0001674177 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690512 BUSINESS ADDRESS: STREET 1: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 BUSINESS PHONE: 919-484-0730 MAIL ADDRESS: STREET 1: 280 S. MANGUM STREET, SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Reed Douglas MD CENTRAL INDEX KEY: 0001291262 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690508 MAIL ADDRESS: STREET 1: C/O VECTOR FUND MANAGEMENT STREET 2: 1751 LAKE COOK ROAD, SUITE 350 CITY: DEERFIELD STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEE KENNETH B JR CENTRAL INDEX KEY: 0001208570 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690507 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-06-01 0 0001539029 Clearside Biomedical, Inc. CLSD 0001674177 Hatteras Venture Advisors III, LLC 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001390733 Hatteras Ventures Partners III LP C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001390738 Hatteras Venture Affiliates III Lp C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001674107 Crumpler John C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001291262 Reed Douglas MD C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001208570 LEE KENNETH B JR C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001219890 INGRAM ROBERT ALEXANDER C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 0 0 1 0 0001592380 Thorp Clay C/O HATTERAS VENTURES 280 S. MANGUM ST., SUITE 350 DURHAM NC 27701 1 0 1 0 Common Stock 56023 I See Footnotes Series A Preferred Stock Common Stock 925411 I See Footnotes Series A-1 Preferred Stock Common Stock 313357 I See Footnotes Series B Preferred Stock Common Stock 196790 I See Footnotes Series C Preferred Stock Common Stock 162661 I See Footnotes Warrant to Purchase Common Stock (right to buy) 0.022 2014-04-28 Common Stock 19900 I By Hatteras Venture Partners III, LP Warrant to Purchase Common Stock (right to buy) 0.022 2014-04-28 Common Stock 1805 I By Hatteras Venture Affiliates III, LP The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. The reportable securities are owned directly by Hatteras Venture Partners III, LP ("HVP") and Hatteras Venture Affiliates III, LP ("HVA"). Hatteras Venture Advisors III, LLC is the general partner of HVP and HVA (the "GP"). The shares directly held by HVP and HVA are indirectly held by the individual managing members of GP (each, a "GP Managing Member" and collectively, the "GP Managing Members"). The GP Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The GP Managing Members may share voting and dispositive power over the securities directly held by HVP and HVA. Each GP Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any GP Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. HVP holds 51,363 shares and HVA holds 4,660 shares of the Issuer's common stock directly. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. HVP holds 1,866,418 shares and HVA holds 169,489 shares of the Issuer's Series A Preferred Stock directly. Each share of the Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date. HVP holds 631,997 shares and HVA holds 57,391 shares of the Issuer's Series A-1 Preferred Stock directly. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date. HVP holds 396,920 shares and HVA holds 36,020 shares of the Issuer's Series B Preferred Stock directly. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. The terms of the Series C Preferred Stock provide that the ratio at which each share of such series converts into shares of the Issuer's common stock will increase if the offering price for the Issuer's initial public offering of common stock is below $8.34 per share. Based upon the anticipated initial public offering price of $7.00 per share, each share of Series C Preferred Stock will convert into approximately 0.4814 shares of the Issuer's common stock immediately prior to the closing of the offering. The Series C Preferred Stock has no expiration date. HVP holds 309,768 shares and HVA holds 28,130 shares of the Issuer's Series C Preferred Stock directly. This warrant expires upon an initial public offering of the Issuer's securities. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. The reportable securities are owned directly by HVP. The reportable securities are owned directly by HVA. /s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Partners III, LP 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Affiliates III, LP 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for John Crumpler 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Douglas Reed 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Kenneth Lee 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Robert Ingram 2016-06-01 /s/ Brian F. Leaf, Attorney-in-Fact for Clay Thorp 2016-06-01 EX-24.3_658932 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Brent B. Siler, Darren K. DeStefano, Brian F. Leaf, Mark Ballantyne, Katie Kazem and Jennifer Don of Cooley LLP, and Daniel H. White and Charles A. Deignan of Clearside Biomedical, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder; (2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Hatteras Venture Advisors III, LLC By: /s/ John Crumpler Name: John Crumpler Title: Manager Date: 5-19-16 Hatteras Venture Partners III, LP By: /s/ John Crumpler Name: John Crumpler Title: Manager, GP Date: 5-12-16 Hatteras Venture Affiliates III, LP By: /s/ John Crumpler Name: John Crumpler Title: Manager, GP Date: 5-12-16 /s/ John Crumpler John Crumpler Date: 5-19-16 /s/ Douglas Reed Douglas Reed Date: 5-19-16 /s/ Kenneth Lee Kenneth Lee Date: 5-19-16 /s/ Robert Ingram Robert Ingram Date: 5-19-16 /s/ Clay Thorp Clay Thorp Date: 5-9-16