| 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
Arsanis, Inc. [ ASNS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2017 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 11/20/2017 | C | 19,128 | A | (1) | 19,128 | D(6) | |||
| Common Stock | 11/20/2017 | C | 404 | A | (1) | 19,532 | D(7) | |||
| Common Stock | 11/20/2017 | C | 247,010 | A | (2) | 266,542 | D(6) | |||
| Common Stock | 11/20/2017 | C | 5,219 | A | (2) | 271,761 | D(7) | |||
| Common Stock | 11/20/2017 | C | 322,102 | A | (3) | 593,863 | D(6) | |||
| Common Stock | 11/20/2017 | C | 6,806 | A | (3) | 600,669 | D(7) | |||
| Common Stock | 11/20/2017 | C | 111,955 | A | (4) | 712,624 | D(6) | |||
| Common Stock | 11/20/2017 | C | 2,365 | A | (4) | 714,989 | D(7) | |||
| Common Stock | 11/20/2017 | C | 202,915 | A | (5) | 917,904 | D(6) | |||
| Common Stock | 11/20/2017 | C | 4,288 | A | (5) | 922,192 | D(7) | |||
| Common Stock | 11/20/2017 | C | 431,980 | A | (5) | 1,354,172 | D(8) | |||
| Common Stock | 11/20/2017 | C | 14,789 | A | (5) | 1,368,961 | D(9) | |||
| Common Stock | 11/20/2017 | P | 483,448 | A | $10 | 1,852,409 | D(8) | |||
| Common Stock | 11/20/2017 | P | 16,552 | A | $10 | 1,868,961 | D(9) | |||
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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 A-1 Convertible Preferred Stock | (1) | 11/20/2017 | C | 65,287 | (1) | (1) | Common Stock | 19,128 | $0.00 | 0 | D(6) | ||||
| Series A-1 Convertible Preferred Stock | (1) | 11/20/2017 | C | 1,380 | (1) | (1) | Common Stock | 404 | $0.00 | 0 | D(7) | ||||
| Series A-2 Convertible Preferred Stock | (2) | 11/20/2017 | C | 690,259 | (2) | (2) | Common Stock | 247,010 | $0.00 | 0 | D(6) | ||||
| Series A-2 Convertible Preferred Stock | (2) | 11/20/2017 | C | 14,587 | (2) | (2) | Common Stock | 5,219 | $0.00 | 0 | D(7) | ||||
| Series B Convertible Preferred Stock | (3) | 11/20/2017 | C | 721,402 | (3) | (3) | Common Stock | 322,102 | $0.00 | 0 | D(6) | ||||
| Series B Convertible Preferred Stock | (3) | 11/20/2017 | C | 15,246 | (3) | (3) | Common Stock | 6,806 | $0.00 | 0 | D(7) | ||||
| Series C Convertible Preferred Stock | (4) | 11/20/2017 | C | 224,665 | (4) | (4) | Common Stock | 111,955 | $0.00 | 0 | D(6) | ||||
| Series C Convertible Preferred Stock | (4) | 11/20/2017 | C | 4,747 | (4) | (4) | Common Stock | 2,365 | $0.00 | 0 | D(7) | ||||
| Series D Convertible Preferred Stock | (5) | 11/20/2017 | C | 692,552 | (5) | (5) | Common Stock | 202,915 | $0.00 | 0 | D(6) | ||||
| Series D Convertible Preferred Stock | (5) | 11/20/2017 | C | 14,635 | (5) | (5) | Common Stock | 4,288 | $0.00 | 0 | D(7) | ||||
| Series D Convertible Preferred Stock | (5) | 11/20/2017 | C | 1,474,348 | (5) | (5) | Common Stock | 431,980 | $0.00 | 0 | D(8) | ||||
| Series D Convertible Preferred Stock | (5) | 11/20/2017 | C | 50,477 | (5) | (5) | Common Stock | 14,789 | $0.00 | 0 | D(9) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. These shares are owned directly by SV Life Sciences Fund V, L.P. ("SVLS V LP"). SV Life Sciences Fund V (GP), LP ("SVLS V GP") is the general partner of SVLS V LP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. |
| 7. These shares are owned directly by SV Life Sciences Fund V Strategic Partners, L.P. ("SVLS V SPP"). SVLS V GP is the general partner of SVLS V SPP. The general partner of SVLS V GP is SVLSF V, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III and Michael Ross are members of the investment committee of SVLSF V, LLC. SVLS V GP, SVLSF V, LLC and each of the individuals comprising the SVLSF V, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V SPP. Each of SVLS V GP, SVLSF V, LLC and the individual members of the SVLSF V, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. |
| 8. These shares are owned directly by SV Life Sciences Fund VI, L.P. ("SVLS VI LP"). SV Life Sciences Fund VI (GP), LP ("SVLS VI GP") is the general partner of SVLS VI LP. The general partner of SVLS VI GP is SVLSF VI, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI LP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. |
| 9. These shares are owned directly by SV Life Sciences Fund VI Strategic Partners, L.P. ("SVLS VI SPP"). SVLS VI GP is the general partner of SVLS VI SPP. The general partner of SVLS VI GP is SVLSF VI, LLC. Kate Bingham, James Garvey, Eugene D. Hill, III, Paul LaViolette, Thomas Flynn, and Michael Ross are members of the investment committee of SVLSF VI, LLC. SVLS VI GP, SVLSF VI, LLC and each of the individuals comprising the SVLSF VI, LLC investment committee may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS VI SPP. Each of SVLS VI GP, SVLSF VI, LLC and the individual members of the SVLSF VI, LLC investment committee disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. |
| Remarks: |
| /s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund V, L.P. | 11/20/2017 | |
| /s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund V Strategic Partners, L.P. | 11/20/2017 | |
| /s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund VI, L.P. | 11/20/2017 | |
| /s/ Mike Gray, as attorney-in-fact on behalf of SV Life Sciences Fund VI Strategic Partners, L.P | 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. | ||