SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORGENTHALER PARTNERS VII LP

(Last)

(First)

(Middle)

2710 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GLOBEIMMUNE INC [ GBIM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2014

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2014		C		400,461	A	$0.00	400,461	D⁽⁵⁾
Common Stock	07/08/2014		P		130,000	A	$10	530,461	D⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	07/08/2014		C			2,528,000	⁽²⁾	⁽²⁾	Common Stock	80,533⁽¹⁾	$0.00	0	D⁽⁵⁾
Series B Convertible Preferred Stock	⁽²⁾	07/08/2014		C			5,904,335	⁽²⁾	⁽²⁾	Common Stock	188,096⁽¹⁾	$0.00	0	D⁽⁵⁾
Series C Convertible Preferred Stock	⁽²⁾	07/08/2014		C			3,879,015	⁽²⁾	⁽²⁾	Common Stock	123,574⁽¹⁾	$0.00	0	D⁽⁵⁾
Series E Convertible Preferred Stock	⁽²⁾	07/08/2014		C			259,235	⁽²⁾	⁽²⁾	Common Stock	8,258⁽¹⁾	$0.00	0	D⁽⁵⁾
Warrant to Purchase Series B Preferred Stock (right to buy)	⁽³⁾	07/08/2014		C			162,369	⁽³⁾	⁽³⁾	Common Stock	162,369	$1.338⁽³⁾	0	D⁽⁵⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	⁽³⁾	07/08/2014		C			116,586	⁽³⁾	⁽³⁾	Common Stock	116,586	$1.445⁽³⁾	0	D⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$42	07/08/2014		C⁽⁴⁾		5,172		⁽⁴⁾	⁽⁴⁾	Common Stock	5,172	$0.00	5,172	D⁽⁵⁾
Warrant to Purchase Common Stock (right to buy)	$45.36	07/08/2014		C⁽⁴⁾		3,714		⁽⁴⁾	⁽⁴⁾	Common Stock	3,714	$0.00	3,714	D⁽⁵⁾

1. Name and Address of Reporting Person^*

MORGENTHALER PARTNERS VII LP

(Last)

(First)

(Middle)

2710 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

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^*

Morgenthaler Management Partners VII, LLC

(Last)

(First)

(Middle)

2710 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

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. Represents shares of common stock of the Issuer received upon conversion of shares of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series E Convertible Stock.

2. Every one share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series E Convertible Stock (collectively, the "Convertible Preferred Stock") converted on a 1-for- 31.39 basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The Convertible Preferred Stock of the Issuer had no expiration and was convertible at any time at the option of the holder.

3. Each one share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock converted on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares and price per share reported herein does not reflect such conversion. The Warrant was immediately exercisable at any time at the option of the holder.

4. Represents warrants to purchase shares of common stock of the Issuer following the conversion of the Series B Convertible Preferred Stock and Series C Convertible Preferred Stock on a 1-for-31.39 share basis. The number of shares and price per share reported herein reflects such conversion. The Warrant is immediately exercisable at any time at the option of the holder.

5. The general partner of Morgenthaler Partners VII, L.P. ("MP VII LP") is Morgenthaler Management Partners VII, L.L.C. ("MMP VII LLC"). MMP VII LLC may be deemed to indirectly beneficially own the shares owned by MP VII LP. MMP VII LLC disclaims beneficial ownership of the shares held by MP VII LP, except to the extent of its pecuniary interest arising therein.

Remarks:

	/s/ Matthew P. Dubofsky, Attorney-in-Fact for Morgenthaler Partners VII, L.P.	07/09/2014
	/s/ Matthew P. Dubofsky, Attorney-in-Fact for Morgenthaler Management Partners VII, L.L.C.	07/09/2014
	** 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 4 (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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