| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
PHARSIGHT CORP [ PHST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 B Redeemable Convertible Preferred Stock | (1) | 03/01/2004 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 18,142 | I | See footnotes.(2)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 06/01/2004 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 36,284 | I | See footnotes.(4)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 09/01/2005 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 54,426 | I | See footnotes.(5)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 12/01/2005 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 72,568 | I | See footnotes.(6)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 03/01/2006 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 90,710 | I | See footnotes.(7)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 06/01/2006 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 108,852 | I | See footnotes.(8)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 09/01/2006 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 126,994 | I | See footnotes.(9)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 12/01/2006 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 145,136 | I | See footnotes.(10)(12) | |||
| Series B Redeemable Convertible Preferred Stock | (1) | 03/01/2007 | J(3) | 18,142 | (1) | (13) | Common Stock | 72,568 | $0 | 163,278 | I | See footnotes.(11)(12) | |||
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. Each share of Series B redeemable preferred stock is convertible into four (4) shares of Pharsight's common stock at the election of the holder or upon the occurrence of certain other events described in issuer's certificate of designation of Series A and Series B convertible preferred stock. |
| 2. The shares are held as follows: 13,171 shares by Alloy Ventures 2000, L.P.("Ventures"), 2,715 shares by Alloy Investors 2000, L.P. ("Investors"),1,582 shares by Alloy Corporate 2000, L.P. ("Corporate") and 674 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 3. Issued as a dividend to Series A redeemable preferred stockholders. |
| 4. The shares are held as follows: 26,342 shares by Alloy Ventures 2000, L.P.("Ventures"), 5,430 shares by Alloy Investors 2000, L.P. ("Investors"), 3,164 shares by Alloy Corporate 2000, L.P. ("Corporate") and 1,348 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 5. The shares are held as follows: 39,513 shares by Alloy Ventures 2000, L.P.("Ventures"), 8,145 shares by Alloy Investors 2000, L.P. ("Investors"), 4,746 shares by Alloy Corporate 2000, L.P. ("Corporate") and 2,022 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 6. The shares are held as follows: 52,684 shares by Alloy Ventures 2000, L.P.("Ventures"), 10,860 shares by Alloy Investors 2000, L.P. ("Investors"), 6,328 shares by Alloy Corporate 2000, L.P. ("Corporate") and 2,696 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 7. The shares are held as follows: 65,855 shares by Alloy Ventures 2000, L.P.("Ventures"), 13,575 shares by Alloy Investors 2000, L.P. ("Investors"), 7,910shares by Alloy Corporate 2000, L.P. ("Corporate") and 3,370 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 8. The shares are held as follows: 79,026 shares by Alloy Ventures 2000, L.P.("Ventures"), 16,290 shares by Alloy Investors 2000, L.P. ("Investors"), 9,492 shares by Alloy Corporate 2000, L.P. ("Corporate") and 4,044 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 9. The shares are held as follows: 92,197 by Alloy Ventures 2000, L.P.("Ventures"), 19,005 shares by Alloy Investors 2000, L.P. ("Investors"), 11,074 shares by Alloy Corporate 2000, L.P. ("Corporate") and 4,718 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 10. The shares are held as follows: 105,368 shares by Alloy Ventures 2000, L.P.("Ventures"), 21,720 shares by Alloy Investors 2000, L.P. ("Investors"), 12,656 shares by Alloy Corporate 2000, L.P. ("Corporate") and 5,392 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 11. The shares are held as follows: 118,539 shares by Alloy Ventures 2000, L.P.("Ventures"), 24,435 shares by Alloy Investors 2000, L.P. ("Investors"), 14,238 shares by Alloy Corporate 2000, L.P. ("Corporate") and 6,066 shares by Alloy Partners 2000, L.P. ("Partners"). Alloy Ventures 2000, LLC ("Ventures LLC") is the general partner of Ventures, Investors, Corporate and Partners and may be deemed to have sole power to vote and dispose of the shares that are owned by such entities. The managing members of Ventures LLC are Craig C. Taylor, John F. Shoch, Douglas E. Kelly, M.D. J. Leighton Read, M.D. and Tony Di Bona and they may be deemed to have shared power to vote and dispose of the shares. |
| 12. All Reporting Persons disclaim beneficial ownership of the shares of the issuer held by other Reporting Persons herein, except to the extent of their respective pecuniary interest therein, if any. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934,or otherwise, any of the Reporting Persons are the beneficial owners of all of the equity securiteis covered by this statement. |
| 13. Not applicable. |
| Remarks: |
| This form supersedes the filings by Alloy Ventures 2000, LLC and Alloy Ventures 2000, L.P. on 7/27/06, 9/1/06 and 12/1/06. |
| /s/ Tony DiBona, Managing Member | 03/05/2007 | |
| /s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Ventures 2000, L.P. | 03/05/2007 | |
| /s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Corporate 2000, L.P. | 03/05/2007 | |
| /s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Investors 2000, L.P. | 03/05/2007 | |
| /s/ Tony DiBona, Managing Member of Alloy Ventures 2000, LLC, the general partner of Alloy Partners 2000, L.P. | 03/05/2007 | |
| /s/ Tony DiBona, Attorney-in-Fact for Craig C. Taylor | 03/05/2007 | |
| /s/ Tony DiBona, Attorney-in-Fact for Douglas E. Kelly | 03/05/2007 | |
| /s/ Tony DiBona, Attorney-in-Fact for John F. Shoch | 03/05/2007 | |
| /s/ Tony DiBona | 03/05/2007 | |
| /s/ Tony DiBona, Attorney-in-Fact for J. Leighton Read | 03/05/2007 | |
| ** 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. | ||