UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 A Preferred Shares | (1) | (1) | Ordinary Shares | 721,408 | $ (1) | I | By Canaan X, L.P. (2) |
Series B-1 Preferred Shares | (3) | (3) | Ordinary Shares | 275,446 | $ (3) | I | By Canaan X, L.P. (2) |
Series B-2 Preferred Shares | (4) | (4) | Ordinary Shares | 229,660 | $ (4) | I | By Canaan X, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Ahrens Brenton Karl C/O CANAAN PARTNERS 285 RIVERSIDE AVE., SUITE 250 WESTPORT, CT 06880 |
X |
/s/ Janine MacDonald, Attorney-in-Fact for Brenton K. Ahrens | 05/24/2018 | |
**Signature of Reporting Person | Date |
* | 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) | The Series A Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series A Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. |
(2) | These shares are held directly by Canaan X L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners X LLC ("Canaan X", and together with the Canaan Fund, the "Canaan Entities"). Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. The Reporting Person, a manager and member of Canaan X, serves as the representative of the Canaan Entities on the Issuer's board of directors. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interests he owns in Canaan X. |
(3) | The Series B-1 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series B-1 Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. |
(4) | The Series B-2 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series B-2 Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. |
Remarks: Exhibit 24 - Power of Attorney |