0001104659-16-128665.txt : 20160621 0001104659-16-128665.hdr.sgml : 20160621 20160621182209 ACCESSION NUMBER: 0001104659-16-128665 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160621 FILED AS OF DATE: 20160621 DATE AS OF CHANGE: 20160621 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SELECTA BIOSCIENCES INC CENTRAL INDEX KEY: 0001453687 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 480 ARSENAL STREET STREET 2: BUILDING ONE CITY: WATERTOWN STATE: MA ZIP: 02472 BUSINESS PHONE: 617-923-1400 MAIL ADDRESS: STREET 1: 480 ARSENAL STREET STREET 2: BUILDING ONE CITY: WATERTOWN STATE: MA ZIP: 02472 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: 001-37798 FILM NUMBER: 161725264 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 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: 001-37798 FILM NUMBER: 161725265 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 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: 001-37798 FILM NUMBER: 161725266 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: 001-37798 FILM NUMBER: 161725267 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: 001-37798 FILM NUMBER: 161725268 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 3 1 a3.xml 3 X0206 3 2016-06-21 0 0001453687 SELECTA BIOSCIENCES INC SELB 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 Common Stock 765 I See Footnotes Common Stock 268 I See Footnotes Common Stock 392 I See Footnotes Common Stock 39317 I See Footnotes Series A Convertible Preferred Stock Common Stock 6494 I See Footnotes Series A Convertible Preferred Stock Common Stock 2282 I See Footnotes Series A Convertible Preferred Stock Common Stock 3332 I See Footnotes Series A Convertible Preferred Stock Common Stock 333207 I See Footnotes Series B Convertible Preferred Stock Common Stock 11875 I See Footnotes Series B Convertible Preferred Stock Common Stock 4174 I See Footnotes Series B Convertible Preferred Stock Common Stock 6093 I See Footnotes Series B Convertible Preferred Stock Common Stock 609316 I See Footnotes Series C Convertible Preferred Stock Common Stock 4420 I See Footnotes Series C Convertible Preferred Stock Common Stock 1553 I See Footnotes Series C Convertible Preferred Stock Common Stock 2267 I See Footnotes Series C Convertible Preferred Stock Common Stock 226801 I See Footnotes Series D Convertible Preferred Stock Common Stock 4647 I See Footnotes Series D Convertible Preferred Stock Common Stock 1632 I See Footnotes Series D Convertible Preferred Stock Common Stock 2384 I See Footnotes Series D Convertible Preferred Stock Common Stock 238470 I See Footnotes Series E Convertible Preferred Stock Common Stock 3078 I See Footnotes Series E Convertible Preferred Stock Common Stock 1082 I See Footnotes Series E Convertible Preferred Stock Common Stock 1579 I See Footnotes Series E Convertible Preferred Stock Common Stock 157957 I See Footnotes Common Warrants 17.55 2015-07-24 2018-07-24 Common Stock 389 I See Footnotes Common Warrants 17.55 2015-07-24 2018-07-24 Common Stock 136 I See Footnotes Common Warrants 17.55 2015-07-24 2018-07-24 Common Stock 199 I See Footnotes Common Warrants 17.55 2015-07-24 2018-07-24 Common Stock 19990 I See Footnotes The reportable securities are owned directly by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPE V"). Polaris Venture Management Co. V, L.L.C. ("PVM V") is the general partner of PVPE V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V. Amir Nashat ("Nashat"), who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPE V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The reportable securities are owned directly by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). PVM V is the general partner of PVPFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The reportable securities are owned directly by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). PVM V is the general partner of PVPSFF V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVPSFF V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The reportable securities are owned directly by Polaris Venture Partners V, L.P. ("PVP V"). PVM V is the general partner of PVP V. PVM V disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM V is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Flint and McGuire are the managing members of PVM V. Nashat, who is a member of the Issuer's Board of Directors, is a member of PVM V. Each of Flint, McGuire and Nashat, in their respective capacities with regard to PVM V, may be deemed to have shared voting and dispositive power of the shares held by PVP V. Each of Flint, McGuire and Nashat disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. Exhibit 24 - Power of Attorney /s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C. 2016-06-21 /s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P. 2016-06-21 /s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Entrepreneurs' Fund V, L.P. 2016-06-21 /s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Founders' Fund V, L.P. 2016-06-21 /s/ Mary Blair, Attorney-in-Fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners Special Founders' Fund V, L.P. 2016-06-21 EX-24 2 ex-24.htm EX-24

Ex. 24

 

POWER OF ATTORNEY

 

The undersigned (the “Reporting Person”) hereby constitutes and appoints Mary Blair, signing singly, with full power of substitution, as the Reporting Person’s true and lawful attorney in fact to:

 

(1)           prepare, execute in the Reporting Person’s name and on the Reporting Person’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the Reporting Person to make electronic filings with the SEC of Reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

 

(2)           prepare and file on behalf of such Reporting Person any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the SEC pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to the Reporting Person’s (a) status as an officer or director of, or (b) ownership of, or transactions in, the securities of, any entity whose securities are beneficially owned (directly or indirectly) by the Reporting Person (“Portfolio Companies”);

 

(3)           do and perform any and all acts for and on behalf of the Reporting Person which may be necessary or desirable to complete and execute any such Reports, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

 

(4)           take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the Reporting Person, it being understood that the documents executed by such attorney in fact on behalf of the Reporting Person pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact’s discretion.

 

The Reporting Person hereby grants to such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Reporting Person might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The Reporting Person acknowledges that the foregoing attorney in fact, in serving in such capacity at the request of the Reporting Person, is not assuming any of the Reporting Person’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney with respect to the Reporting Person shall remain in full force and effect until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of Portfolio Companies, unless earlier revoked in a signed writing delivered to the foregoing attorney in fact.

 


 

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 16th day of February, 2015.

 

 

 

Polaris Venture Management Co. V, L.L.C.

 

 

 

 

 

By:

/s/ Terrance G. McGuire

 

Name:

Terrance G. McGuire

 

Title:

Managing Member