0001144204-16-103216.txt : 20160517
0001144204-16-103216.hdr.sgml : 20160517
20160517211825
ACCESSION NUMBER: 0001144204-16-103216
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160517
FILED AS OF DATE: 20160517
DATE AS OF CHANGE: 20160517
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PHASERX, INC.
CENTRAL INDEX KEY: 0001429386
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 204690620
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 410 WEST HARRISON STREET
STREET 2: SUITE 300
CITY: SEATTLE
STATE: WA
ZIP: 98119
BUSINESS PHONE: 206-805-6300
MAIL ADDRESS:
STREET 1: 410 WEST HARRISON STREET
STREET 2: SUITE 300
CITY: SEATTLE
STATE: WA
ZIP: 98119
FORMER COMPANY:
FORMER CONFORMED NAME: PHASERX INC
DATE OF NAME CHANGE: 20080311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CRANDELL KEITH
CENTRAL INDEX KEY: 0001219039
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659275
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NELSEN ROBERT
CENTRAL INDEX KEY: 0001219042
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659277
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BYBEE CLINTON
CENTRAL INDEX KEY: 0001219043
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659276
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GILLIS STEVEN
CENTRAL INDEX KEY: 0001229592
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659274
MAIL ADDRESS:
STREET 1: 1000 SECOND AVENUE
STREET 2: SUITE 3700
CITY: SEATTLE
STATE: WA
ZIP: 98104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Arch Venture Fund VII LP
CENTRAL INDEX KEY: 0001402439
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659280
BUSINESS ADDRESS:
STREET 1: 8725 W Higgins
CITY: Chicago
STATE: IL
ZIP: 60631
BUSINESS PHONE: 773-380-6600
MAIL ADDRESS:
STREET 1: 8725 W Higgins
CITY: Chicago
STATE: IL
ZIP: 60631
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARCH Venture Partners VII, LLC
CENTRAL INDEX KEY: 0001544443
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659278
BUSINESS ADDRESS:
STREET 1: 8725 W. HIGGINS ROAD
STREET 2: SUITE 290
CITY: CHICAGO
STATE: IL
ZIP: 60631
BUSINESS PHONE: 773-380-6600
MAIL ADDRESS:
STREET 1: 8725 W. HIGGINS ROAD
STREET 2: SUITE 290
CITY: CHICAGO
STATE: IL
ZIP: 60631
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARCH Venture Partners VII, L.P.
CENTRAL INDEX KEY: 0001544444
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37772
FILM NUMBER: 161659279
BUSINESS ADDRESS:
STREET 1: 8725 W. HIGGINS ROAD
STREET 2: SUITE 290
CITY: CHICAGO
STATE: IL
ZIP: 60631
BUSINESS PHONE: 773-380-6600
MAIL ADDRESS:
STREET 1: 8725 W. HIGGINS ROAD
STREET 2: SUITE 290
CITY: CHICAGO
STATE: IL
ZIP: 60631
3
1
v440239_form3.xml
OWNERSHIP DOCUMENT
X0206
3
2016-05-17
0
0001429386
PHASERX, INC.
PZRX
0001229592
GILLIS STEVEN
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
1
0
1
0
0001402439
Arch Venture Fund VII LP
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
0001544444
ARCH Venture Partners VII, L.P.
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
0001544443
ARCH Venture Partners VII, LLC
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
0001219042
NELSEN ROBERT
C/O ARCH VENTURE FUND VII
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
0001219043
BYBEE CLINTON
C/O ARCH VENTURE FUND VII
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
0001219039
CRANDELL KEITH
C/O ARCH VENTURE FUND VII
8755 WEST HIGGINS ROAD, SUITE 1025
CHICAGO
IL
60631
0
0
1
0
Common Stock
10048
D
Common Stock
2480670
I
By ARCH Venture Fund VII, L.P.
Employee Stock Option (right to buy)
1.07
2018-03-26
Common Stock
3754
D
Employee Stock Option (right to buy)
2.34
2019-09-18
Common Stock
4693
D
Employee Stock Option (right to buy)
2.34
2019-09-18
Common Stock
10323
D
Employee Stock Option (right to buy)
0.11
2024-06-13
Common Stock
9385
D
Warrants to Purchase Common Stock
7.96
2012-02-01
Common Stock
50240
I
By ARCH Venture Fund VII, L.P.
Reelects a 1-for-10.656096 reverse stock split effected on May 17, 2016.
Securities held of record by ARCH Venture Fund VII, L.P. ("ARCH VII"). The sole general partner of ARCH VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to have shared voting and investment power over the shares held by ARCH VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
The managing directors of ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen and they may be deemed to have shared voting and investment power over the shares held by ARCH VII. Dr. Steve Gillis owns an interest in ARCH Partners VII, but does not have dispositive or voting power. Messrs. Crandell, Bybee and Nelsen and Dr. Gillis disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
The option vested and became exercisable in 1/24th equal installments on each monthly anniversary of the date of grant. The grant date of the option was March 26, 2008.
The option vested and became exercisable in 1/48th equal installments on each monthly anniversary of August 17, 2009. The grant date of the option was September 18, 2009.
Twenty-five percent (25%) of the option vested and became exercisable immediately upon the grant date, August 17, 2009, with the remainder vesting and becoming exercisable in 1/48th equal installments on monthly thereafter.
The option vests in 1/48th equal installments on each monthly anniversary of the date of grant, subject to continued service to the Issuer. The grant date of the option was June 13, 2014 and the first installment became exercisable on July 13, 2014.
The warrants expire at the earlier to occur of (a) February 1, 2019 or (b) the closing of the initial public offering of the Issuer's common stock.
/s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Venture Fund VII, L.P.
2016-05-17
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Venture Partners VII, L.P.
2016-05-17
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC
2016-05-17
/s/ Steve Gillis
2016-05-17
/s/ Mark McDonnell , as Attorney-in-Fact for Keith Crandell
2016-05-17
/s/ Mark McDonnell , as Attorney-in-Fact for Clinton Bybee
2016-05-17
/s/ Mark McDonnell , as Attorney-in-Fact for Robert Nelsen
2016-05-17