0001209191-16-124804.txt : 20160601 0001209191-16-124804.hdr.sgml : 20160601 20160601185427 ACCESSION NUMBER: 0001209191-16-124804 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160601 FILED AS OF DATE: 20160601 DATE AS OF CHANGE: 20160601 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearside Biomedical, Inc. CENTRAL INDEX KEY: 0001539029 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 452437375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1220 OLD ALPHARETTA RD STREET 2: SUITE 300 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-270-4005 MAIL ADDRESS: STREET 1: 1220 OLD ALPHARETTA RD STREET 2: SUITE 300 CITY: ALPHARETTA STATE: GA ZIP: 30005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thorp Clay CENTRAL INDEX KEY: 0001592380 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37783 FILM NUMBER: 161690554 MAIL ADDRESS: STREET 1: C/O HATTERAS VENTURE PARTNERS III, LP STREET 2: 280 S. MANGUM ST., SUITE 350 CITY: DURHAM STATE: NC ZIP: 27701 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-06-01 0 0001539029 Clearside Biomedical, Inc. CLSD 0001592380 Thorp Clay C/O CLEARSIDE BIOMEDICAL, INC. 1220 OLD ALPHARETTA ROAD, SUITE 300 ALPHARETTA GA 30005 1 0 1 0 Common Stock 112048 I See Footnotes Series A Preferred Stock Common Stock 1850823 I See Footnotes Series A-1 Preferred Stock Common Stock 752058 I See Footnotes Series B Preferred Stock Common Stock 393581 I See Footnotes Series C Preferred Stock Common Stock 325323 I See Footnotes Warrant to Purchase Common Stock (right to buy) 0.022 2014-04-28 Common Stock 19900 I By Hatteras Venture Partners III, LP Warrant to Purchase Common Stock (right to buy) 0.022 2014-04-28 Common Stock 1805 I By Hatteras Venture Affiliates III, LP Warrant to Purchase Common Stock (right to buy) 0.022 2014-04-28 Common Stock 21705 I By Hatteras Venture Partners IV SBIC, LP The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. The reporting person is one of the general partners of: (i) Hatteras Venture Advisors III, LLC, which is the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HVA III"); (ii) Hatteras Venture Advisors IV SBIC, LLC, which is the general partner of Hatteras Venture Partners IV SBIC, LP ("HVP IV"); and (iii) Hatteras Venture Advisors IV, LLC, which is the general partner of Hatteras NC Fund, LP ("Hatteras NC"). HVP III, HVA III, HVP IV and Hatteras NC are the record holders of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by HVP III, HVA III, HVP IV and Hatteras NC. The reporting person disclaims beneficial ownership of these securities and this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. Each share of the Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. The terms of the Series C Preferred Stock provide that the ratio at which each share of such series converts into shares of the Issuer's common stock will increase if the offering price for the Issuer's initial public offering of common stock is below $8.34 per share. Based upon the anticipated initial public offering price of $7.00 per share, each share of Series C Preferred Stock will convert into approximately 0.4814 shares of the Issuer's common stock immediately prior to the closing of the offering. The Series C Preferred Stock has no expiration date. This warrant expires upon an initial public offering of the Issuer's securities. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016. The reportable securities are owned directly by HVP III. The reportable securities are owned directly by HVA III. The reportable securities are owned directly by HVP IV. Exhibit 24.1 - Power of Attorney /s/ Brian F. Leaf, Attorney-in-Fact 2016-06-01 EX-24.3_658948 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Brent B. Siler, Darren K. DeStefano, Brian F. Leaf, Mark Ballantyne, Katie Kazem and Jennifer Don of Cooley LLP, and Daniel H. White and Charles A. Deignan of Clearside Biomedical, Inc. (the "Company"), the undersigned's true and lawful attorneys-in-fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation thereunder; (2) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Exchange Act and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each 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 undersigned 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 undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: 05/09/2016 /s/ Clay B. Thorp Clay B. Thorp