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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pharmasset Inc [ VRUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/02/2007 | C | 388,250 | A | $0 | 1,437,964(1)(2) | I | See footnote(3) | ||
Common Stock | 05/02/2007 | X | 212,099 | A | $0.15 | 1,650,063(1)(2) | I | See footnote(3) | ||
Common Stock | 05/02/2007 | P | 222,222 | A | $9 | 1,872,285(1)(2) | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series D preferred stock | (4) | 05/02/2007 | C | 582,375(4) | (4) | (4) | Common Stock | 388,250(1)(2) | $0 | 0 | I | See footnote(3) | |||
Series D-1 Warrants | $0.15 | 05/02/2007 | X | 323,542(5) | (5) | 08/04/2009 | Common Stock | 212,099(1)(2) | $0 | 0 | I | See footnote(3) |
Explanation of Responses: |
1. Prior to the closing of the issuer's initial public offering, Burrill Life Sciences Capital Fund, L.P. ("LSF") held 858,857 shares and Burrill Indiana Life Sciences Capital Fund, L.P. ("Indiana") held 190,857 shares of common stock. After receiving 317,659 shares on the conversion of its Series D Preferred Stock, 173,536 shares on the exercise of its Series D-1 Warrants, and purchasing 181,818 shares in the offering, LSF holds 1,531,870 shares of common stock. After receiving 70,591 shares on the conversion of its Series D Preferred Stock, 38,563 shares on the exercise of its Series D-1 Warrants, and purchasing 40,404 shares in the offering, Indiana holds 340,415 shares of common stock. |
2. These figures reflect the 1-for-1.5 reverse stock split that became effective on April 19, 2007, and after communication with the issuer, adjustments to round down Indiana's original holdings of common stock by one share, and to correct the warrant exercise price and shares issuable on exercise of the Series D-1 Warrants as compared to the numbers reported in the Form 3 filed on April 26, 2007. |
3. The sole general partner of Burrill Life Sciences Capital Fund, L.P. is Burrill & Company (Life Sciences GP), LLC, and the sole general partner of Burrill Indiana Life Sciences Capital Fund, L.P. is Burrill & Company (Indiana GP), LLC. The reporting person is the Chief Executive Officer of Burrill & Company. The reporting person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. |
4. Consists of 476,489 shares held by LSF and 105,886 shares held by Indiana. Upon the closing of the issuer's initial public offering, each share of Series D Preferred Stock, which had no expiration date, automatically converted into approximately 0.667 shares of common stock. |
5. Consists of 264,716 warrants held by LSF and 58,826 warrants held by Indiana. Upon the closing of the issuer's initial public offering, there was an automatic cashless net exercise of the Series D-1 Warrants directly into common stock. |
Remarks: |
/s/ Bryce Roberts | 05/04/2007 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |