-----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, HLsT4eFzlA3l9LrTY9Z5oHGdBLM2WXZ+IlGbvYYQe3MJlpM1ujhdKSGZyDfyA3r8 m+z5+Xrg5wqVdBZPYYgx4A== 0001266275-03-000002.txt : 20031007 0001266275-03-000002.hdr.sgml : 20031007 20031007203034 ACCESSION NUMBER: 0001266275-03-000002 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031007 FILED AS OF DATE: 20031007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA VENTURES CENTRAL INDEX KEY: 0001134392 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50405 FILM NUMBER: 03932306 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE, SUITE 700 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 6503786000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ACUSPHERE INC CENTRAL INDEX KEY: 0001115143 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043208947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 38 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6175778800 MAIL ADDRESS: STREET 1: 38 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50405 FILM NUMBER: 03932305 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF AMERICA NA CENTRAL INDEX KEY: 0001102113 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50405 FILM NUMBER: 03932304 BUSINESS ADDRESS: STREET 1: 101 S TYRONE CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043865494 MAIL ADDRESS: STREET 1: 110 N TYRONE CITY: CHARLOTTE STATE: NC ZIP: 28255 3 1 primary_doc.xml PRIMARY DOCUMENT X0201 3 2003-10-07 0 0001115143 ACUSPHERE INC ACUS 0001134392 BANK OF AMERICA VENTURES 950 TOWER LANE SUITE 700 FOSTER CITY CA 94404 0 0 1 0 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 0 0 1 0 0001102113 BANK OF AMERICA NA 101 S TRYON ST CHARLOTTE NC 28255 0 0 1 0 Series C-2 Convertible Preferred Stock 2003-10-07 Common Stock 231959 D Series D-2 Convertible Preferred Stock 2003-10-07 Common Stock 60126 D Series E-2 Convertible Preferred Stock 2003-10-07 Common Stock 26794 D Series F-2 Convertible Preferred Stock 2003-10-07 Common Stock 1953 D Series I-2 Convertible Preferred Stock 2003-10-07 Common Stock 55922 D Series J-2 Convertible Preferred Stock 2003-10-07 Common Stock 287235 D Series J-3 Convertible Preferred Stock 2003-10-07 Common Stock 325368 D 10% Secured Convertible Promissory Note 2003-10-07 2004-06-30 Series J Convertible Preferred Stock/Common Stock 324130 D Warrant to Purchase Series J Convertible Preferred Stock 2003-10-07 2008-04-11 Series J Convertible Preferred Stock/Common Stock 61811 D Series C-2 Convertible Preferred Stock 2003-10-07 Common Stock 25773 I See exhibit 99.2 for Explanation of Responses. Series D-2 Convertible Preferred Stock 2003-10-07 Common Stock 6681 I See exhibit 99.2 for Explanation of Responses. Series E-2 Convertible Preferred Stock 2003-10-07 Common Stock 2977 I See exhibit 99.2 for Explanation of Responses. Series F-2 Convertible Preferred Stock 2003-10-07 Common Stock 217 I See exhibit 99.2 for Explanation of Responses. Series I-2 Convertible Preferred Stock 2003-10-07 Common Stock 6213 I See exhibit 99.2 for Explanation of Responses. Series J-2 Convertible Preferred Stock 2003-10-07 Common Stock 31915 I See exhibit 99.2 for Explanation of Responses. Series J-3 Convertible Preferred Stock 2003-10-07 Common Stock 36152 I See exhibit 99.2 for Explanation of Responses. 10% Secured Convertible Promissory Note 2003-10-07 2004-06-30 Series J Convertible Preferred Stock/Common Stock 36014 I See exhibit 99.2 for Explanation of Responses. Warrant to Purchase Series J Convertible Preferred Stock 2003-10-07 2008-04-11 Series J Convertible Preferred Stock/Common Stock 6867 I See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. See exhibit 99.2 for Explanation of Responses. Kate Mitchell, President and Managing Director, Bank of America Ventures 2003-10-07 Pamela Reed, Assistant Vice President, Bank of America Corporation 2003-10-07 Pamela Reed, Assistant Vice President, Bank of America, N.A. 2003-10-07 Rachel Cummings, Senior Vice President, NB Holdings Corporation 2003-10-07 EX-99.2 3 bofaventuresattachment.htm BANK OF AMERICA VENTURES EXPLANATION OF RESPONSES EXHIBIT 99

EXHIBIT 99.2

Explanation of Responses:

(1) These securities are preferred stock of Acusphere and do not have an expiration date. These securities will automatically convert into shares of Acusphere's Common Stock upon the effectiveness of Acusphere's initial public offering.

(2) The 10% Secured Convertible Promissory Notes are convertible into shares of common stock anytime prior to the maturity date, June 30, 2004. These securities will automatically convert into shares of Acusphere's Common Stock upon the effectiveness of Acusphere's initial public offering.

(3) Each share of Series C-2 Convertible Preferred Stock is convertible into approximately 0.1838 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(4) Each share of Series D-2 Convertible Preferred Stock is convertible into approximately 0.1946 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(5) Each share of Series E-2 Convertible Preferred Stock is convertible into approximately 0.1971 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(6) Each share of Series F-2 Convertible Preferred Stock is convertible into approximately 0.2056 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(7) Each share of Series I-2 Convertible Preferred Stock is convertible into approximately 0.5615 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(8) Each share of Series J-2 Convertible Preferred Stock is convertible into approximately 0.1667 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(9) Each share of Series J-3 Convertible Preferred Stock is convertible into approximately 0.3333 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(10) The conversion price for the conversion of 10% Secured Convertible Promissory Notes into shares of Series J-2 Convertible Preferred Stock is $1.41. Each share of Series J-2 Convertible Preferred Stock is convertible into approximately 0.1667 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(11) The exercise price of the warrants is $1.41. Each share of Series J-2 Convertible Preferred Stock is convertible into approximately 0.1667 shares of Common Stock. The number of shares of Common Stock issuable upon the simultaneous conversion of multiple series of preferred stock may change due to changes in rounding due to the aggregation of fractional shares.

(12) Held by BA Venture Partners II, with which the Reporting Persons have an employment relationship. The Reporting Persons disclaim beneficial ownership of such securities.

 EX-99.1 4 jtfilerinfoacusphere.htm ACUSPHERE JOINT FILER INFO (Page 3 of 5)

EXHIBIT 99.1

Information Regarding Joint Filers

Designated Filer of Form 3: Bank of America Ventures

Item 2. Date of Event Requiring Statement: October 7, 2003

Item 4. Issuer Name and Ticker Symbol: Acusphere, Inc. (ACUS)

 

Designated Filer:

Ownership Form

Nature of Indirect

Beneficial Ownership

Bank of America Ventures

950 Tower Lane, Suite 700

Foster City, CA 94404

 

 

Direct

  

Joint Filers:

    

Bank of America Corporation

100 North Tryon Street

Bank of America Plaza

Charlotte, NC 28255

Indirect

Indirect 100% Owner of Reported Shares, as 100% Parent of Bank of America, N.A.

Bank of America, N.A.

101 South Tryon Street

Bank of America Plaza

Charlotte, NC 28255

 

Indirect

Indirect 100% Owner of Reported Shares, as 100% Parent of Bank of America Ventures

NB Holdings Corporation

100 North Tryon Street

Bank of America Plaza

Charlotte, NC 28255

Indirect

  

SIGNATURES

BANK OF AMERICA CORPORATION

By: /s/ Pamela Reed Date: October 7, 2003

Title: Assistant Vice President

BANK OF AMERICA, N.A.

By: /s/ Pamela Reed Date: October 7, 2003

Title: Assistant Vice President

NB HOLDINGS CORPORATION

By: /s/ Rachel Cummings Date: October 7, 2003

Title: Senior Vice President

-----END PRIVACY-ENHANCED MESSAGE-----