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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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*
SCHMERTZLER MICHAEL

(Last) (First) (Middle)
1300 VALLEY ROAD

(Street)
NEW CANAAN CT 06840

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PTC THERAPEUTICS, INC. [ PTCT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 26,766(1) D
Common Stock 05/15/2015 J(2) 733 D (2) 2,988(3) I See footnote(3)
Common Stock 05/18/2015 J(4) 2,852 D (4) 136(5) I See footnote(5)
Common Stock 05/19/2015 J(6) 136 D (6) 0(6) I See footnote(6)
Common Stock 1,320,369 I See footnote(7)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $51 01/02/2016 01/01/2025 Common Stock 24,000 24,000 D
Stock Option (Right to Buy) $27.05 01/28/2015 01/27/2024 Common Stock 20,000 20,000 D
Stock Option (Right to Buy) $10.85 (8) 05/15/2023 Common Stock 60,000 60,000 D
Stock Option (Right to Buy) $218.4 (9) 01/10/2022 Common Stock 276 276 D
Stock Option (Right to Buy) $490.8 (9) 04/27/2021 Common Stock 276 276 D
Stock Option (Right to Buy) $1,149.6 (9) 02/02/2020 Common Stock 216 216 D
Stock Option (Right to Buy) $508.8 (9) 10/07/2019 Common Stock 266 266 D
Stock Option (Right to Buy) $735.6 (9) 01/25/2018 Common Stock 166 166 D
Stock Option (Right to Buy) $735.6 (9) 07/14/2018 Common Stock 83 83 D
Stock Option (Right to Buy) $626.4 (9) 04/18/2017 Common Stock 125 125 D
Stock Option (Right to Buy) $392.4 (9) 03/01/2016 Common Stock 90 90 D
Explanation of Responses:
1. Represents 26,766 shares of common stock of the Issuer ("common stock") directly held by the reporting person.
2. Represents dispositions pursuant to Rule 144 of (i) 687 shares of common stock held by EMA Private Equity Fund 1999 LP and (ii) 46 shares of common stock held by Credit Suisse First Boston Finders and Screeners LP at a weighted average price of $52.8576 per share. Although included in the reporting person's prior ownership reports, the reporting person disclaims beneficial ownership of the disposed securities.
3. Consists of (i) 2,800 shares held by EMA Private Equity Fund 1999 LP and (ii) 188 shares held by Credit Suisse First Boston Finders and Screeners LP. The reporting person is a managing director of Aries Advisors, LLC, the sub-advisor to Credit Suisse First Boston Equity Partners, L.P. The reporting person disclaims beneficial ownership of the shares of common stock held by these entities.
4. Represents dispositions pursuant to Rule 144 of (i) 2,673 shares of common stock held by EMA Private Equity Fund 1999 LP and (ii) 179 shares of common stock held by Credit Suisse First Boston Finders and Screeners LP at a weighted average price of $53.1517 per share. Although included in the reporting person's prior ownership reports, the reporting person disclaims beneficial ownership of the disposed securities.
5. Consists of (i) 127 shares held by EMA Private Equity Fund 1999 LP and (ii) 9 shares held by Credit Suisse First Boston Finders and Screeners LP. The reporting person disclaims beneficial ownership of the shares of common stock held by these entities.
6. Represents dispositions pursuant to Rule 144 of (i) 127 shares of common stock held by EMA Private Equity Fund 1999 LP and (ii) 9 shares of common stock held by Credit Suisse First Boston Finders and Screeners LP at a weighted average price of $51.9676 per share. Although included in the reporting person's prior ownership reports, the reporting person disclaims beneficial ownership of the disposed securities.
7. Represents shares of common stock held by Section Six Partners, L.P. The reporting person is a general and limited partner of, and trustee of certain family trusts holding interests in, Section Six Partners, L.P. The reporting person disclaims beneficial ownership of the shares of common stock held by Section Six Partners, L.P. except to the extent of his pecuniary interest therein.
8. This option was granted on May 15, 2013 and vests over three years, with 8.33% of the shares underlying the option vested on August 15, 2013 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.
9. Currently exercisable.
/s/ Colleen Diver Johnson, attorney-in-fact 05/19/2015
** 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).
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