-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BoOTavqswvFkRiuTm6LKYn3FipDUH8cDaBiW47qOdlhcxMeVN/eDI7jJQa0RPK20 cf5V0eYKLz5nzR5xXLaj9g== 0001181431-10-057197.txt : 20101122 0001181431-10-057197.hdr.sgml : 20101122 20101122214847 ACCESSION NUMBER: 0001181431-10-057197 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101122 FILED AS OF DATE: 20101122 DATE AS OF CHANGE: 20101122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Associates II LP CENTRAL INDEX KEY: 0001383035 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210158 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH ST STE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 MAIL ADDRESS: STREET 1: 60 SOUTH SIXTH ST STE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP ASSOCIATES LP CENTRAL INDEX KEY: 0001226280 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210162 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH STREET STREET 2: SUITE 3510 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123358666 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS MCNERNEY & PARTNERS LP CENTRAL INDEX KEY: 0001231291 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210165 BUSINESS ADDRESS: STREET 1: 60 S SIXTH ST STREET 2: SUITE 3510 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6123358666 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS JAMES E CENTRAL INDEX KEY: 0001204789 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210157 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McNerney Pete CENTRAL INDEX KEY: 0001336119 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210156 MAIL ADDRESS: STREET 1: 60 SOUTH 6TH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZOGENIX, INC. CENTRAL INDEX KEY: 0001375151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 205300780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 259-1165 MAIL ADDRESS: STREET 1: 12671 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: ZOGENIX INC DATE OF NAME CHANGE: 20060911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners, LLC CENTRAL INDEX KEY: 0001335196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210164 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 465-8660 MAIL ADDRESS: STREET 1: 60 SOUTH SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Nominee, LLC CENTRAL INDEX KEY: 0001335200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210163 BUSINESS ADDRESS: STREET 1: 60 SOUTH SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 465-8660 MAIL ADDRESS: STREET 1: 60 SOUTH SIXTH STREET STREET 2: SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II L.P. CENTRAL INDEX KEY: 0001369574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210161 BUSINESS ADDRESS: STREET 1: 60 South Sixth Street STREET 2: Suite 3620 CITY: Minneapolis STATE: MN ZIP: 55402 BUSINESS PHONE: 612-456-8660 MAIL ADDRESS: STREET 1: 60 South Sixth Street STREET 2: Suite 3620 CITY: Minneapolis STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Nominee II, LLC CENTRAL INDEX KEY: 0001436054 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210159 BUSINESS ADDRESS: STREET 1: ONE STAMFORD PLAZA STREET 2: 263 TRESSER BOULEVARD, SUITE 1620 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-978-2000 MAIL ADDRESS: STREET 1: ONE STAMFORD PLAZA STREET 2: 263 TRESSER BOULEVARD, SUITE 1620 CITY: STAMFORD STATE: CT ZIP: 06901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II, LLC CENTRAL INDEX KEY: 0001505930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210160 BUSINESS ADDRESS: STREET 1: 60 SOUTH 6TH STREET, SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8671 MAIL ADDRESS: STREET 1: 60 SOUTH 6TH STREET, SUITE 3620 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 3 1 rrd291535.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001231291 THOMAS MCNERNEY & PARTNERS LP 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001335196 Thomas, McNerney & Partners, LLC 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001335200 TMP Nominee, LLC 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001226280 TMP ASSOCIATES LP 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001369574 Thomas, McNerney & Partners II L.P. 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001505930 Thomas, McNerney & Partners II, LLC 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001436054 TMP Nominee II, LLC 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001383035 TMP Associates II LP 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001204789 THOMAS JAMES E 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 0001336119 McNerney Pete 60 SOUTH 6TH STREET SUITE 3620 MINNEAPOLIS MN 55402 0 0 1 0 Series B Convertible Preferred Stock Common Stock 490502 I By Thomas, McNerney & Partners II, L.P. Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 1471505 I By Thomas, McNerney & Partners II, L.P. 8% Convertible Promissory Note Common Stock 392585 I By Thomas, McNerney & Partners II, L.P. Series B Convertible Preferred Stock Common Stock 5123 I By TMP Nominee II, LLC Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 15371 I By TMP Nominee II, LLC 8% Convertible Promissory Note Common Stock 4101 I By TMP Nominee II, LLC Series B Convertible Preferred Stock Common Stock 1840 I By TMP Associates II, L.P. Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 5521 I By TMP Associates II, L.P. 8% Convertible Promissory Note Common Stock 1473 I By TMP Associates II, L.P. Director Stock Option (right to buy) 0.50 2017-05-30 Common Stock 7500 I See Footnote Director Stock Option (right to buy) 3.50 2018-10-21 Common Stock 1750 I See Footnote Director Stock Option (right to buy) 2.50 2019-09-01 Common Stock 1750 I See Footnote Director Stock Option (right to buy) 4.00 2020-05-30 Common Stock 583 I See Footnote Each of the Series A-1 Convertible Preferred Stock and the Series B Convertible Preferred Stock has no expiration date, is convertible at any time, in whole or in part, at the election of the holder, and will automatically convert upon the closing of the Issuer's initial public offering at a conversion ratio of one share of Common Stock for every ten shares of Series A-1 Convertible Preferred Stock and one share of Common Stock for every ten shares of Series B Convertible Preferred Stock, as applicable, rounded down to the next whole number, for no additional consideration. The principle of the Note and accrued interest thereon will automatically convert into shares of Common Stock upon the closing of the Issuer's initial public offering at a conversion price equal to the per share price of the Common Stock sold in the Issuer's initial public offering, which is anticipated to occur on November 29, 2010 at a price of $4.00 per share. These securities are owned of record by Thomas, McNerney & Partners II, L.P. ("TMP II LP"). Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II LP and has shared voting and dispositive power of the securities held by TMP II LP, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. The Warrant was issued on December 2, 2009 and was amended on October 7, 2010, at which time it became immediately exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer. Upon the closing of the Issuer's initial public offering, the Warrant will become exercisable for Common Stock at a ratio of one share of Common Stock for every ten shares of Series B Convertible Preferred Stock represented thereby, rounded down to the next whole number, at a correspondingly adjusted exercise price of $11.00 per share of Common Stock; provided, however, that because the exercise price of the Warrant exceeds the initial public offering price of $4.00 per share, the Series B Warrants will not be exercised prior to, and will therefore terminate upon, completion of the initial public offering. These securities are owned of record by TMP Nominee II, LLC ("TMP Nominee II"). The managers of TMP Nominee II having shared voting and dispositive power over these securities are James E. Thomas and Peter H. McNerney, each of which disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. These securities are owned of record by TMP Associates II, L.P. ("TMP Associates II"). TMP II LLC is the general partner of TMP Associates II and has shared voting and dispositive power of the securities held by TMP Associates II, but TMP II LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP II LLC. Accordingly they may be deemed to share beneficial ownership of such shares, although each of them disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein. The reported stock options were granted to Alex Zisson, who is a manager of TMP LLC and TMP II LLC, and a manager of Thomas, McNerney & Partners Mgt., L.L.C. ("TMP Mgt"). Pursuant to the policies of TMP Mgt and its affiliates, Mr. Zisson is deemed to hold the reported options for the benefit of TMP Mgt. A portion of any profit from the exercise of the reported options and subsequent sale of the underlying shares will economically accrue to TMP LP and TMP II LP in the form of a reduction in the management fees payable by such entities to TMP Mgt and its affiliates. The Option was granted on May 30, 2007 and was fully vested and immediately exercisable upon the date of grant. The Option was granted on October 21, 2008 and became fully vested and exercisable on October 21, 2009. The Option was granted on September 1, 2009 and became fully vested and exercisable on September 1, 2010 The Option was granted on May 30, 2010 and vested in a series of successive, equal monthly installments beginning on the date of grant and ending on October 28, 2010. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement. Because of the limitations on the number of line-item holdings that can be filed on any one Form 3 through the SEC's EDGAR system, the reporting persons have filed three (3) Form 3's with respect to Zogenix, Inc. on the date hereof, which, taken together, constitute one Form 3. The Reporting Person named in Box 1 of these three Form 3's is Thomas, McNerney & Partners, L.P. This Form 3 is filed as Part 3 of 3 parts. /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P. 2010-11-22 /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC 2010-11-22 /s/ James E. Thomas, Manager of TMP Nominee, LLC 2010-11-22 /s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P. 2010-11-22 /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P. 2010-11-22 /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC 2010-11-22 /s/ James E. Thomas, Manager of TMP Nominee II, LLC 2010-11-22 /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P. 2010-11-22 /s/ James E. Thomas 2010-11-22 /s/ Peter H. McNerney 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----