| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
ARYx Therapeutics, Inc. [ ARYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2007 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/13/2007 | C | 1,571,267(4) | A | (1) | 1,571,267 | I | See footnote(4) | ||
| Common Stock | 11/13/2007 | C | 1,125,077(5) | A | (1) | 2,696,344 | I | See footnote(7) | ||
| Common Stock | 11/13/2007 | C | 580,518(6) | A | (1) | 3,276,862 | I | See footnote(8) | ||
| Common Stock | 11/13/2007 | P | 300,000(9) | A | $10 | 3,576,862 | I | See footnote(10) | ||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Convertible Preferred Stock | (1) | 11/13/2007 | C | 1,571,267 | (2) | (3) | Common Stock | 1,571,267(4) | $0 | 0 | I | No securities owned | |||
| Series D Convertible Preferred Stock | (1) | 11/13/2007 | C | 1,125,077 | (2) | (3) | Common Stock | 1,125,077(5) | $0 | 0 | I | No securities owned | |||
| Series E Convertible Preferred Stock | (1) | 11/13/2007 | C | 580,518 | (2) | (3) | Common Stock | 580,518(6) | $0 | 0 | I | No securities owned | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Immediately. |
| 2. Not applicable. |
| 3. Each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock will convert automatically into shares of Common Stock on a 1 for 1 basis immediately prior to the closing of the Issuer's initial public offering. |
| 4. The shares are held as follows: 1,307,523 by MPM BioVentures III-QP, L.P. ("BV III QP"), 87,919 by MPM BioVentures III, L.P. ("BV III"), 25,833 by MPM Asset Management Investors 2002 BVIII LLC ("AM 2002"), 39,494 by MPM BioVentures III Parallel Fund, L.P. ("BV Parallel") and 110,498 by MPM BioVentures III GmbH & Co. Beteiligungs KG ("BV KG"). MPM BioVentures III GP, L.P. ("MPM III GP") and MPM BioVentures III LLC ("MPM III LLC") are the direct and indirect general partners of BV III QP, BV III, BV Parallel and BV KG and MPM BioVentures Strategic Fund, L.P. ("BV SF"). Luke Evnin, Ansbert Gadicke, Nicholas Galakatos, Dennis Henner, Nicholas Simon III, Michael Steinmetz and Kurt Wheeler are the members of MPM III LLC and AM 2002. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 5. The shares are held as follows: 768,630 by BV III QP, 51,679 by BV III, 15,186 by AM 2002, 23,220 by BV Parallel, 64,952 by BV KG and 201,410 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 6. The shares are held as follows: 446,995 by BV III QP, 30,053 by BV III, 8,831 by AM 2002, 13,504 by BV Parallel, 37,772 by BV KG and 43,363 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 7. The shares are held as follows: 2,076,153 by BV III QP, 139,598 by BV III, 41,019 by AM 2002, 62,714 by BV Parallel, 175,450 by BV KG and 201,410 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 8. The shares are held as follows: 2,523,148 by BV III QP, 169,651 by BV III, 49,850 by AM 2002, 76,218 by BV Parallel, 213,222 by BV KG and 244,773 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 9. The shares were purchased as follows: 230,996 by BV III QP, 15,531 by BV III, 4,564 by AM 2002, 6,979 by BV Parallel, 19,520 by BV KG and 22,410 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 10. The shares are held as follows: 2,754,144 by BV III QP, 185,182 by BV III, 54,414 by AM 2002, 83,197 by BV Parallel, 232,742 by BV KG and 267,183 by BV SF. Each member of the group disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| See Form 4 for MPM BioVentures III-QP, L.P. for additional members of this joint filing. |
| /s/ Luke Evnin | 11/13/2007 | |
| /s/ Nicholas Galakatos | 11/13/2007 | |
| /s/ Dennis Henner | 11/13/2007 | |
| /s/ Michael Steinmetz | 11/13/2007 | |
| /s/ Ansbert Gadicke | 11/13/2007 | |
| /s/ Kurt Wheeler | 11/13/2007 | |
| ** 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. | ||