-----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, VuEKIAlO1p2s7wkNF4dD1LaYiYtcXfz/K9xXNa4S1U8xeby84GnV99rL71alU4Xq pMZi2yF8zCXkcSvsgRUV5g== 0001181431-10-057198.txt : 20101122 0001181431-10-057198.hdr.sgml : 20101122 20101122215526 ACCESSION NUMBER: 0001181431-10-057198 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: STEINMETZ MICHAEL CENTRAL INDEX KEY: 0001166285 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210168 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HENNER DENNIS CENTRAL INDEX KEY: 0001249153 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210170 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GALAKATOS NICHOLAS CENTRAL INDEX KEY: 0001252522 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210169 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIPTAK ROBERT CENTRAL INDEX KEY: 0001252523 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210172 MAIL ADDRESS: STREET 1: THE JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Simon Nicholas CENTRAL INDEX KEY: 0001431403 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210171 MAIL ADDRESS: STREET 1: 531 PARROTT DRIVE CITY: SAN MATEO STATE: CA ZIP: 94402 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: Clarus Ventures I, LLC CENTRAL INDEX KEY: 0001431441 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210174 BUSINESS ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarus Lifesciences I, L.P. CENTRAL INDEX KEY: 0001431445 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210175 BUSINESS ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarus Ventures I Management, L.P. CENTRAL INDEX KEY: 0001505590 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34962 FILM NUMBER: 101210173 BUSINESS ADDRESS: STREET 1: C/O CLARUS VENTURES STREET 2: 101 MAIN STREET, 12TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: C/O CLARUS VENTURES STREET 2: 101 MAIN STREET, 12TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 3 1 rrd291449.xml FORM 3 X0203 3 2010-11-22 0 0001375151 ZOGENIX, INC. ZGNX 0001431445 Clarus Lifesciences I, L.P. C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 92130 0 0 1 0 0001431441 Clarus Ventures I, LLC C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001505590 Clarus Ventures I Management, L.P. C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001252523 LIPTAK ROBERT C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001431403 Simon Nicholas C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001249153 HENNER DENNIS C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001252522 GALAKATOS NICHOLAS C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001166285 STEINMETZ MICHAEL C/O CLARUS VENTURES , LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 Series A-1 Convertible Preferred Stock Common Stock 2100000 D Series B Convertible Preferred Stock Common Stock 1247947 D Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 340065 D Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 D Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 D Stock Purchase Warrant (right to buy) 1.10 2009-12-02 Series B Convertible Preferred Stock 191673 D Stock Purchase Warrant (right to buy) 1.10 2010-10-07 Series B Convertible Preferred Stock 792353 D 8% Convertible Promissory Note Common Stock 884492 D Director Stock Option (right to buy) 0.50 2017-05-30 Common Stock 7500 D Director Stock Option (right to buy) 3.50 2018-10-21 Common Stock 1750 D Director Stock Option (right to buy) 2.50 2019-09-01 Common Stock 1750 D Director Stock Option (right to buy) 4.00 2020-05-30 Common Stock 1750 D 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. These securities are held of record by Clarus Lifesciences I, L.P. ("CLI"). Clarus Ventures I Management, L.P. ("CVIM LP") is the general partner of CLI, and Clarus Ventures I, LLC ("CVI LLC") is the general partner of CVIM LP. As such, CVI LLC and CVIM LP may each be deemed to share voting and dispositive power with respect to the securities owned by CLI, but each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Each of Messrs. Galakatos, Henner, Liptak, Simon and Steinmetz is a manager of CVI LLC and a general partner of CVIM LP and in such capacities may be deemed to beneficially own the securities held of record by CVI, but each disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. These Warrants (the "Bridge Warrants") were issued on separate dates pursuant to that certain Note and Warrant Purchase Agreement dated as of February 27, 2009, and are exercisable, in whole or in part, for shares of Series B Convertible Preferred Stock of the Issuer as of December 2, 2009. Upon the closing of the Issuer's initial public offering, the Bridge Warrants 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 Bridge Warrants 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. 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. 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. Pursuant to the policies of CLI and its affiliates, this Option is held by Kurt Wheeler, a director of the Issuer and a manager of CVI LLC, for the benefit of CLI. CVI LLC is the general partner of CVIM LP, which is the general partner of CLI, and each may be deemed to be the indirect beneficial owner of the Option, but each disclaims beneficial ownership except to the extent of its pecuniary interest therein. The Option was granted to Mr. Wheeler on May 30, 2007 and was fully vested and immediately exercisable upon the date of grant. The Option was granted to Mr. Wheeler on October 21, 2008 and became fully vested and exercisable on October 21, 2009. The Option was granted to Mr. Wheeler on September 1, 2009 and became fully vested and exercisable on September 1, 2010. The Option was granted to Mr. Wheeler on May 30, 2010 and vests in a series of twelve (12) successive, equal monthly installments beginning on the date of grant, subject to Mr. Wheeler's continued service as a director of the Issuer on each respective vesting date. 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. /s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P., which is the general partner of Clarus Lifesciences I, L.P. 2010-11-22 /s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC 2010-11-22 /s/ Robert Liptak, Managing Member of Clarus Ventures I, LLC, the general partner of Clarus Ventures I Management, L.P. 2010-11-22 /s/ Robert Liptak 2010-11-22 /s/ Robert Liptak, as Attorney-in-fact for Nicholas Simon 2010-11-22 /s/ Robert Liptak, as Attorney-in-fact for Dennis Henner 2010-11-22 /s/ Robert Liptak, as Attorney-in-fact for Nicholas Galakatos 2010-11-22 /s/ Robert Liptak, as Attorney-in-fact for Michael Steinmetz 2010-11-22 -----END PRIVACY-ENHANCED MESSAGE-----