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