SEC Filing | X4 Pharmaceuticals, Inc.

View:

SEC FORM 4 SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arsanis, Inc. [ ASNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2017		C		18,848	A	⁽¹⁾	18,848	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		C		367	A	⁽¹⁾	367	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		C		129	A	⁽¹⁾	129	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		C		188	A	⁽¹⁾	188	I	See Footnote⁽⁶⁾
Common Stock	11/20/2017		C		243,385	A	⁽⁷⁾	262,233	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		C		4,743	A	⁽⁷⁾	5,110	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		C		1,667	A	⁽⁷⁾	1,796	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		C		2,433	A	⁽⁷⁾	2,621	I	See Footnote⁽⁶⁾
Common Stock	11/20/2017		C		317,376	A	⁽⁸⁾	579,609	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		C		6,185	A	⁽⁸⁾	11,295	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		C		2,173	A	⁽⁸⁾	3,969	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		C		3,173	A	⁽⁸⁾	5,794	I	See Footnote⁽⁶⁾
Common Stock	11/20/2017		C		110,312	A	⁽⁹⁾	689,921	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		C		2,150	A	⁽⁹⁾	13,445	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		C		755	A	⁽⁹⁾	4,724	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		C		1,102	A	⁽⁹⁾	6,896	I	See Footnote⁽⁶⁾
Common Stock	11/20/2017		C		631,041	A	⁽¹⁰⁾	1,320,962	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		C		12,298	A	⁽¹⁰⁾	25,743	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		C		4,322	A	⁽¹⁰⁾	9,046	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		C		6,310	A	⁽¹⁰⁾	13,206	I	See Footnote⁽⁶⁾
Common Stock	11/20/2017		P		482,467	A	$10	1,803,429	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	11/20/2017		P		9,403	A	$10	35,146	I	See Footnote⁽⁴⁾
Common Stock	11/20/2017		P		3,305	A	$10	12,351	I	See Footnote⁽⁵⁾
Common Stock	11/20/2017		P		4,825	A	$10	18,031	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/20/2017		C			64,329	⁽¹⁾	⁽¹⁾	Common Stock	18,848	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/20/2017		C			1,254	⁽¹⁾	⁽¹⁾	Common Stock	367	$0.00	0	I	See Footnote⁽⁴⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/20/2017		C			441	⁽¹⁾	⁽¹⁾	Common Stock	129	$0.00	0	I	See Footnote⁽⁵⁾
Series A-1 Convertible Preferred Stock	⁽¹⁾	11/20/2017		C			643	⁽¹⁾	⁽¹⁾	Common Stock	188	$0.00	0	I	See Footnote⁽⁶⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	11/20/2017		C			680,130	⁽⁷⁾	⁽⁷⁾	Common Stock	243,385	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	11/20/2017		C			13,256	⁽⁷⁾	⁽⁷⁾	Common Stock	4,743	$0.00	0	I	See Footnote⁽⁴⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	11/20/2017		C			4,659	⁽⁷⁾	⁽⁷⁾	Common Stock	1,667	$0.00	0	I	See Footnote⁽⁵⁾
Series A-2 Convertible Preferred Stock	⁽⁷⁾	11/20/2017		C			6,801	⁽⁷⁾	⁽⁷⁾	Common Stock	2,433	$0.00	0	I	See Footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁸⁾	11/20/2017		C			710,817	⁽⁸⁾	⁽⁸⁾	Common Stock	317,376	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽⁸⁾	11/20/2017		C			13,854	⁽⁸⁾	⁽⁸⁾	Common Stock	6,185	$0.00	0	I	See Footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁸⁾	11/20/2017		C			4,869	⁽⁸⁾	⁽⁸⁾	Common Stock	2,173	$0.00	0	I	See Footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁸⁾	11/20/2017		C			7,108	⁽⁸⁾	⁽⁸⁾	Common Stock	3,173	$0.00	0	I	See Footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁹⁾	11/20/2017		C			221,638	⁽⁹⁾	⁽⁹⁾	Common Stock	110,312	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽⁹⁾	11/20/2017		C			4,315	⁽⁹⁾	⁽⁹⁾	Common Stock	2,150	$0.00	0	I	See Footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁹⁾	11/20/2017		C			1,516	⁽⁹⁾	⁽⁹⁾	Common Stock	755	$0.00	0	I	See Footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁹⁾	11/20/2017		C			2,213	⁽⁹⁾	⁽⁹⁾	Common Stock	1,102	$0.00	0	I	See Footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽¹⁰⁾	11/20/2017		C			2,153,746	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	631,041	$0.00	0	I	See Footnotes⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁰⁾	11/20/2017		C			41,976	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,298	$0.00	0	I	See Footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁰⁾	11/20/2017		C			14,752	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	4,322	$0.00	0	I	See Footnote⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁰⁾	11/20/2017		C			21,537	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,310	$0.00	0	I	See Footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Polaris Venture Management Co. V, L.L.C.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Polaris Venture Partners Special Founders' Fund V, L.P.

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Flint Jonathan A

(Last)

(First)

(Middle)

ONE MARINA PARK DRIVE, 10TH FLOOR

(Street)

BOSTON

02210

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series A-1 Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-1 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.

2. These shares are owned directly by Polaris Venture Partners V, L.P. ("Polaris V"), whose general partner is Polaris Venture Management Co. V, L.L.C. ("Polaris Management"). Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire"), who is a member of the Issuer's Board of Directors and whose beneficial ownership is reported on a separate Form 4, are the managing members of Polaris Management and may each be deemed to share voting and dispositive power with respect to the shares held by each of Polaris V, Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("Polaris Entrepreneurs' V"), Polaris Venture Partners Founders' Fund V, L.P. ("Polaris Founders' V") and Polaris Venture Partners Special Founders' Fund V, L.P. ("Polaris Special Founders' V", and together with Polaris V, Polaris Entrepreneurs' V and Polaris Founders' V, the "Polaris V Funds").

3. (Continued from footnote 2) Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

4. These shares are owned directly by Polaris Entrepreneurs' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

5. These shares are owned directly by Polaris Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

6. These shares are owned directly by Polaris Special Founders' V, whose general partner is Polaris Management. Each of Flint and McGuire are the managing members of Polaris Management and, may each be deemed to share voting and dispositive power over the shares held by each of the Polaris V Funds. Polaris Management may be deemed to have sole power to vote and dispose of the shares held by the Polaris V Funds. Each of Flint, McGuire and Polaris Management disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their respective pecuniary interests therein.

7. The Series A-2 Convertible Preferred Stock converted into Common Stock on a 0.35785-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A-2 Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.

8. The Series B Convertible Preferred Stock converted into Common Stock on a 0.44650-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series B Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.

9. The Series C Convertible Preferred Stock converted into Common Stock on a 0.49832-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.

10. The Series D Convertible Preferred Stock converted into Common Stock on a 0.29300-for-one basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series D Convertible Preferred Stock was convertible at any time at the holder's election and automatically upon the closing at the Issuer's initial public offering. The shares had no expiration date.

Remarks:

	Polaris Ventures Management Co. V., L.L.C., By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	Polaris Venture Partners V, L.P., By: Polaris Ventures Management Co. V., L.L.C., its General Partner, By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	Polaris Venture Partners Entrepreneurs' Fund V, L.P., By: Polaris Ventures Management Co. V., L.L.C., its General Partner, By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	Polaris Venture Partners Founders' Fund V, L.P., By: Polaris Ventures Management Co. V., L.L.C., its General Partner, By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	Polaris Venture Partners Special Founders' Fund V, L.P., By: Polaris Ventures Management Co. V., L.L.C., its General Partner, By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	Jonathan Flint, By: /s/ Max Eisenberg, Name: Max Eisenberg, Title: Attorney-in-fact	11/20/2017
	** 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.