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 of Derivative Security: 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 E Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
197,458
(2)
|
$
(1)
|
I
|
By NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG
(3)
|
Warrant (Right to Purchase Series E Preferred Stock)
|
02/14/2006 |
02/14/2011 |
Common Stock
(4)
|
59,237
(2)
|
$
10.63
|
I
|
By NGN Biomed Opportunity I GmbH & Co. Beteiligungs KG
(3)
|
Series E Convertible Preferred Stock
|
Â
(1)
|
Â
(1)
|
Common Stock
|
273,129
(2)
|
$
(1)
|
I
|
By NGN Biomed Opportunity I, L.P.
(3)
|
Warrant (Right to Purchase Series E Preferred Stock)
|
02/14/2006 |
02/14/2011 |
Common Stock
(4)
|
81,938
(2)
|
$
10.63
|
I
|
By NGN Biomed Opportunity I, L.P.
(3)
|
Stock Option (Right to Buy)
|
Â
(5)
|
11/22/2016 |
Common Stock
|
31,796
|
$
10.63
|
I
|
By NGN Capital LLC
(3)
|
* |
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). |
(1) |
Immediately following the closing of the initial public offering of the Issuer?s Common Stock all outstanding shares of Preferred Stock will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock. |
(2) |
Reflects a 1 for 4.25 reverse stock split, effected prior to the effectiveness of the registration statement filed in connection with the Issuer?s initial public offering, pursuant to which each share of Series E Convertible Preferred Stock will become convertible into approximately 0.235 of a share of common stock. |
(3) |
Mr. Costantino is the Managing General Partner of NGN Capital LLC. NGN Capital LLC is the managing limited partner of NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG and the sole general partner of NGN BioMed I, GP, L.P, the sole general partner of NGN BioMed Opportunity I, L.P. Mr. Costantino disclaims beneficial ownership of the securities held directly by NGN BioMed Opportunity I, GmbH & Co. Beteiligungs KG, NGN BioMed Opportunity I, L.P. and NGN Capital LLC except to the extent of any indirect pecuniary interest in his distributive share therein. |
(4) |
This Warrant was originally exercisable for shares of the Issuer's Series E Convertible Preferred Stock. In connection with the closing of the initial public offering of the Issuer?s Common Stock all shares of Series E Convertible Preferred Stock underlying this Warrant will be automatically converted, for no additional consideration, into shares of the Issuer's Common Stock. |
(5) |
This option vests and becomes exercisable in 48 equal installments on each monthly anniversary of June 9, 2006. |