0000899243-17-026404.txt : 20171115
0000899243-17-026404.hdr.sgml : 20171115
20171115173337
ACCESSION NUMBER: 0000899243-17-026404
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171115
FILED AS OF DATE: 20171115
DATE AS OF CHANGE: 20171115
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Flint Jonathan A
CENTRAL INDEX KEY: 0001295676
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206129
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Management Co. V, L.L.C.
CENTRAL INDEX KEY: 0001439589
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206128
BUSINESS ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: 10TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: ONE MARINA PARK DRIVE
STREET 2: 10TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners V, L.P.
CENTRAL INDEX KEY: 0001439590
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206127
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Founders' Fund V, L.P.
CENTRAL INDEX KEY: 0001439588
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206131
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Entrepreneurs' Fund V, L.P.
CENTRAL INDEX KEY: 0001439587
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206132
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Polaris Venture Partners Special Founders' Fund V, L.P.
CENTRAL INDEX KEY: 0001439586
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38295
FILM NUMBER: 171206130
BUSINESS ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-290-0770
MAIL ADDRESS:
STREET 1: 1000 WINTER STREET
STREET 2: SUITE 3350
CITY: WALTHAM
STATE: MA
ZIP: 02451
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arsanis, Inc.
CENTRAL INDEX KEY: 0001501697
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 273181608
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 890 WINTER STREET, SUITE 230
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781-819-5704
MAIL ADDRESS:
STREET 1: 890 WINTER STREET, SUITE 230
CITY: WALTHAM
STATE: MA
ZIP: 02451
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-11-15
0
0001501697
Arsanis, Inc.
ASNS
0001439589
Polaris Venture Management Co. V, L.L.C.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
0001439590
Polaris Venture Partners V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
0001439587
Polaris Venture Partners Entrepreneurs' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
0001439588
Polaris Venture Partners Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
0001439586
Polaris Venture Partners Special Founders' Fund V, L.P.
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
0001295676
Flint Jonathan A
ONE MARINA PARK DRIVE, 10TH FLOOR
BOSTON
MA
02210
0
0
1
0
Series A-1 Convertible Preferred Stock
Common Stock
18848
I
See Footnotes
Series A-1 Convertible Preferred Stock
Common Stock
367
I
See Footnote
Series A-1 Convertible Preferred Stock
Common Stock
129
I
See Footnote
Series A-1 Convertible Preferred Stock
Common Stock
188
I
See Footnote
Series A-2 Convertible Preferred Stock
Common Stock
243385
I
See Footnotes
Series A-2 Convertible Preferred Stock
Common Stock
4743
I
See Footnote
Series A-2 Convertible Preferred Stock
Common Stock
1667
I
See Footnote
Series A-2 Convertible Preferred Stock
Common Stock
2433
I
See Footnote
Series B Convertible Preferred Stock
Common Stock
317376
I
See Footnotes
Series B Convertible Preferred Stock
Common Stock
6185
I
See Footnote
Series B Convertible Preferred Stock
Common Stock
2173
I
See Footnote
Series B Convertible Preferred Stock
Common Stock
3173
I
See Footnote
Series C Convertible Preferred Stock
Common Stock
110312
I
See Footnotes
Series C Convertible Preferred Stock
Common Stock
2150
I
See Footnote
Series C Convertible Preferred Stock
Common Stock
755
I
See Footnote
Series C Convertible Preferred Stock
Common Stock
1102
I
See Footnote
Series D Convertible Preferred Stock
Common Stock
631041
I
See Footnotes
Series D Convertible Preferred Stock
Common Stock
12298
I
See Footnote
Series D Convertible Preferred Stock
Common Stock
4322
I
See Footnote
Series D Convertible Preferred Stock
Common Stock
6310
I
See Footnote
The Series A-1 Convertible Preferred Stock is convertible into Common Stock on a 0.29300-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose general partner is Polaris Venture Management Co. V, L.L.C. ("Polaris Management"). Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire"), who is a member of the Issuer's Board of Directors and whose beneficial ownership is reported on a separate Form 3, are the managing members of Polaris Management and may each be deemed to share voting and dispositive power with respect to the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds"). Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds.
(Continued from footnote 2) Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
These shares are owned directly by Polaris Entrepreneurs' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
These shares are owned directly by Polaris Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
These shares are owned directly by Polaris Special Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and, may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.
The Series A-2 Convertible Preferred Stock is convertible into Common Stock on a 0.35785-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
The Series B Convertible Preferred Stock is convertible into Common Stock on a 0.44650-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
The Series C Convertible Preferred Stock is convertible into Common Stock on a 0.49832-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
The Series D Convertible Preferred Stock is convertible into Common Stock on a 0.29300-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Ventures Management Co. V., L.L.C.
2017-11-15
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners V, L.P.
2017-11-15
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners Entrepreneurs' Fund V, L.P.
2017-11-15
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners Founders' Fund V
2017-11-15
/s/ Max Eisenberg, Attorney-in-Fact for Polaris Venture Partners Special Founders' Fund V, L.P.
2017-11-15
/s/ Max Eisenberg, Attorney-in-Fact for Jonathan Flint
2017-11-15