| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/04/2015 |
3. Issuer Name and Ticker or Trading Symbol
Nexvet Biopharma plc [ NVET ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 566,664 | (1) | D(2)(3)(4) | |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 611,124 | (1) | D(2)(3)(5) | |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 622,208 | (1) | D(2)(3)(6) | |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 82,912 | (1) | I | See Footnotes(2)(3)(4)(8)(9) |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 169,530 | (1) | I | See Footnotes(2)(3)(5)(10) |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 142,424 | (1) | I | See Footnotes(2)(3)(6)(11) |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 1,405,130 | (1) | I | See Footnotes(2)(3)(12) |
| Series B Preference Shares | (1) | (1) | Ordinary Shares | 1,799,996 | (1) | I | See Footnotes(2)(3)(7)(13) |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 212,500 | $8.625 | D(2)(3)(4) | |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 229,172 | $8.625 | D(2)(3)(5) | |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 233,328 | $8.625 | D(2)(3)(6) | |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 31,092 | $8.625 | I | See Footnotes(2)(3)(4)(8)(9) |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 63,574 | $8.625 | I | See Footnotes(2)(3)(5)(10) |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 53,409 | $8.625 | I | See Footnotes(2)(3)(6)(11) |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 526,925 | $8.625 | I | See Footnotes(2)(3)(12) |
| Warrants (right to buy) | 11/18/2014 | 04/30/2019 | Ordinary Shares | 675,000 | $8.625 | I | See Footnotes(2)(3)(7)(13) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Issuer's Series B preference shares are convertible into ordinary shares on a one-for-one basis without payment of further consideration; are convertible by the holder at any time at the holder's election and convert automatically upon the closing of a qualified initial public offering by the Issuer; and have no expiration date. |
| 2. The entities and individuals identified in the footnotes of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 and any statements included herein shall not be deemed to be an admission that such entities and individuals are members of such group. |
| 3. Since the number of reporting persons that may be listed on a Form 3 is limited, the entities and individuals listed in these footnotes that are not reporting persons on this Form 3 are filing additional Forms 3 on the date hereof as reporting persons with respect to the securities described herein (the "Parallel Forms 3"). Information regarding these entities and individuals is included in this Form 3 for purposes of clarification and convenience only, and is duplicative of the information reported in the Parallel Forms 3. |
| 4. The amount of securities shown in this row is owned directly by Akubra Investors, LLC ("Akubra"). |
| 5. The amount of securities shown in this row is owned directly by Bushranger Funding, LLC ("Bushranger"). |
| 6. The amount of securities shown in this row is owned directly by Ute Holdings, LLC ("Ute" and, together with Akubra and Bushranger, the "Farallon SPVs"). |
| 7. The amount of securities shown in this row is owned directly by the Farallon SPVs. |
| 8. The members of Akubra are FCIP XR 2014, L.L.C. ("FCIP XR") and Noonday Special Situation Partners, L.P. ("NSSP") (each, a "Farallon Akubra Fund"). As the general partner of NSSP, NGP, L.L.C. (the "NSSP General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by NSSP as a Farallon Akubra Fund. The NSSP General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra. |
| 9. As the manager of the NSSP General Partner, Farallon Capital Management, L.L.C. (the "Management Company") may be deemed to be a beneficial owner of the Issuer's securities held by NSSP as a Farallon Akubra Fund. The Management Company disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Akubra. |
| 10. The members of Bushranger are FCP XR 2014, L.L.C. ("FCP XR"), Farallon Capital Institutional Partners III, L.P. ("FCIP III"), and Farallon Capital AA Investors, L.P. ("FCAAI") (collectively, the "Farallon Bushranger Funds"). As the general partner of FCAAI, Farallon AA GP, L.L.C. (the "FCAAI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCAAI as a Farallon Bushranger Fund. The FCAAI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Bushranger. |
| 11. The members of Ute are FCOI II SS 2014, Ltd. ("FCOI II SS"), Farallon Capital Institutional Partners II, L.P. ("FCIP II"), and Farallon Special Situation Partners VI, L.P. ("FSSP VI") (collectively, the "Farallon Ute Funds"). As the general partner of FSSP VI, Farallon Partners GP VI, L.L.C. (the "FSSP VI General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FSSP VI as a Farallon Ute Fund. The FSSP VI General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, Ute. |
| 12. As the general partner of each of (a) the sole member of FCIP XR, (b) the sole member of FCP XR, (c) FCIP III, (d) the sole member of FCOI II SS and (e) FCIP II, Farallon Partners, L.L.C. (the "Farallon General Partner") may be deemed to be a beneficial owner of the Issuer's securities indirectly held by FCIP XR as a Farallon Akubra Fund, FCP XR and FCIP III as Farallon Bushranger Funds, and FCOI II SS and FCIP II as Farallon Ute Funds. The Farallon General Partner disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act, or otherwise, except as to securities representing its pro rata interest in, and interest in the profits of, the Farallon SPVs. |
| 13. Each of Michael B. Fisch, Richard B. Fried, Daniel J. Hirsch, David T. Kim, Monica R. Landry, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., John R. Warren and Mark C. Wehrly (collectively, the "Managing Members") and Andrew J. M. Spokes (the "Senior Managing Member"), as Managing Members or the Senior Managing Member, as the case may be, of the Farallon General Partner and the Management Company, and as a manager or senior manager, as the case may be, of both the FCAAI General Partner and the FSSP VI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of the Issuer's securities held by the Farallon SPVs. Each of the Managing Members and the Senior Managing Member disclaims any beneficial ownership of any of the Issuer's securities reported or noted herein for purposes of Section 16 of the '34 Act or otherwise, except to the extent of his or her pecuniary interest, if any. |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Farallon Capital Management, L.L.C. | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Farallon Partners, L.L.C. | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael B. Fisch | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Richard B. Fried | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Daniel J. Hirsch | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for David T. Kim | 02/04/2015 | |
| /s/ Monica R. Landry, for herself | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Michael G. Linn | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Rajiv A. Patel | 02/04/2015 | |
| /s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for Thomas G. Roberts, Jr. | 02/04/2015 | |
| ** 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 5 (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. | ||