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
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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Carbylan Therapeutics, Inc.
[ CBYL ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 04/14/2015
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4. 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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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
04/14/2015 |
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C |
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831,531 |
A |
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831,531 |
I |
See Footnote
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Common Stock |
04/14/2015 |
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C |
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2,145,351 |
A |
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2,976,882 |
I |
See Footnote
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Common Stock |
04/14/2015 |
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C |
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466,357 |
A |
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3,443,239 |
I |
See Footnote
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Common Stock |
04/14/2015 |
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C |
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365,957 |
A |
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3,809,196 |
I |
See Footnote
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Common Stock |
04/14/2015 |
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P |
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810,000 |
A |
$5
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4,619,196 |
I |
See Footnote
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Series A Convertible Preferred Stock |
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04/14/2015 |
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C |
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831,531 |
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Common Stock |
831,531 |
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0 |
I |
See Footnote
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Series B Convertible Preferred Stock |
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04/14/2015 |
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C |
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2,145,351 |
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Common Stock |
2,145,351 |
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0 |
I |
See Footnote
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Convertible Promissory Note |
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04/14/2015 |
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C |
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466,357 |
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Common Stock |
466,357 |
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0 |
I |
See Footnote
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Convertible Promissory Note |
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04/14/2015 |
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C |
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365,957 |
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Common Stock |
365,957 |
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0 |
I |
See Footnote
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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1. Name and Address of Reporting Person*
C/O INTERWEST PARTNERS |
2710 SAND HILL ROAD, SUITE 200 |
(Street)
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Explanation of Responses: |
Remarks: |
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By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC |
04/14/2015 |
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By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P. |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Nina Kjellson |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Douglas Pepper |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Bruce Cleveland |
04/14/2015 |
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By: /s/ Karen A. Wilson, Attorney-in-Fact for Khaled Nasr |
04/14/2015 |
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** 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. |
Exhibit 99
FORM 4 JOINT FILER INFORMATION
Name of
"Reporting Persons": InterWest Partners IX, L.P. ("IW9")
InterWest Management Partners IX, LLC ("IMP9")
Bruce A. Cleveland
Philip T. Gianos
W. Stephen Holmes
Nina Kjellson
Gilbert H. Kliman
Arnold L. Oronsky
Khaled Nasr
Douglas A. Pepper
Address: 2710 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Designated Filer: InterWest Partners IX, L.P.
Issuer and Ticker Symbol: Carbylan Therapeutics, Inc. ("CBYL")
Date of Event: April 14, 2015
Each of the following is a Joint Filer with InterWest Partners IX L.P. ("IW9")
and may be deemed to share indirect beneficial ownership in the securities set
forth on the attached Form 4:
InterWest Management Partners IX, LLC ("IMP9") is the general partner of IW9 and
has sole voting and investment control over the shares owned by IW9. Philip T.
Gianos, W. Stephen Holmes, Gilbert H. Kliman, and Arnold L. Oronsky are Managing
Directors of IMP9 and, Bruce A. Cleveland, Nina Kjellson, Douglas A. Pepper and
Khaled A. Nasr are Venture Members of IMP9.
All Reporting Persons disclaim beneficial ownership of shares of Carbylan
Therapeutics, Inc. stock held by IW9, except to the extent of their respective
pecuniary interest therein. The filing of this statement shall not be deemed an
admission that, for purposes of Section 16 of the Securities Exchange Act of
1934, or otherwise, any of the Reporting Persons are the beneficial owner of all
of the equity securities covered by this statement.
Each of the Reporting Persons listed above has designated InterWest Partners IX,
L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder. Each
Reporting Person has appointed InterWest Management Partners IX, LLC as its
attorney in fact for the purpose of making reports relating to transaction in
Carbylan Therapeutics, Inc. Common Stock.
INTERWEST MANAGEMENT PARTNERS IX, L.L.C. INTERWEST PARTNERS IX, LP
By: InterWest Management Partners IX,
LLC
By: /s/ W. Stephen Holmes Its General Partner
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W. Stephen Holmes, Managing Director
By: /s/ W. Stephen Holmes
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W. Stephen Holmes, Managing
Director
Bruce A. Cleveland, an individual Gilbert H. Kliman, an individual
By: InterWest Management Partners IX, By: InterWest Management Partners IX,
LLC, as Attorney-in-Fact LLC, as Attorney-in-Fact
By: /s/ Karen A. Wilson By: /s/ Karen A. Wilson
------------------------------------- -----------------------------------
Karen A. Wilson, Power of Attorney Karen A. Wilson, Power of Attorney
Philip T. Gianos, an individual Arnold L. Oronsky, an individual
By: InterWest Management Partners IX, By: InterWest Management Partners IX,
LLC, as Attorney-in-Fact LLC, as Attorney-in-Fact
By: /s/ Karen A. Wilson By: /s/ Karen A. Wilson
------------------------------------- -----------------------------------
Karen A. Wilson, Power of Attorney Karen A. Wilson, Power of Attorney
W. Stephen Holmes, an individual Khaled A. Nasr, an individual
By: InterWest Management Partners IX, By: InterWest Management Partners IX,
LLC, as Attorney-in-Fact LLC, as Attorney-in-Fact
By: /s/ Karen A. Wilson By: /s/ Karen A. Wilson
------------------------------------- -----------------------------------
Karen A. Wilson, Power of Attorney Karen A. Wilson, Power of Attorney
Nina Kjellson, an individual Douglas A. Pepper, an individual
By: InterWest Management Partners IX, By: InterWest Management Partners IX,
LLC, as Attorney-in-Fact LLC, as Attorney-in-Fact
By: /s/ Karen A. Wilson By: /s/ Karen A. Wilson
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Karen A. Wilson, Power of Attorney Karen A. Wilson, Power of Attorney