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
PTC THERAPEUTICS, INC. [ PTCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/25/2013 | ||||||||||||||||||||||||||
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 | 06/25/2013 | C | 101,562 | A | (1) | 101,562 | D(2) | |||
Common Stock | 06/25/2013 | C | 797,102 | A | (1) | 797,102 | I | Vulcan Capital Venture Capital I LLC(3) | ||
Common Stock | 06/25/2013 | C | 286,401 | A | (1) | 286,401 | I | VCVC III LLC(4) | ||
Common Stock | 06/25/2013 | C | 183,333 | A | (5) | 469,734 | I | VCVC III LLC(4) | ||
Common Stock | 06/25/2013 | P | 333,333 | A | $15 | 803,067 | I | VCVC III LLC(4) |
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 Five Junior Preferred Stock | $0 | 06/25/2013 | C | 101,562 | (1) | (1) | Common Stock | 101,562 | $0 | 0 | D(2) | ||||
Series Five Junior Preferred Stock | $0 | 06/25/2013 | C | 797,102 | (1) | (1) | Common Stock | 797,102 | $0 | 0 | I | Vulcan Capital Venture Capital I LLC(3) | |||
Series Five Junior Preferred Stock | $0 | 06/25/2013 | C | 286,401 | (1) | (1) | Common Stock | 286,401 | $0 | 0 | I | VCVC III LLC(4) | |||
Series Four Senior Preferred Stock | $0 | 06/25/2013 | C | 183,333 | (5) | (5) | Common Stock | 183,333 | $0 | 0 | I | VCVC III LLC(4) |
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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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. Each share of the issuer's Series Five Junior Preferred Stock converted into 1 share of the issuer's Common Stock on June 25, 2013 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO"), and had no expiration date. |
2. Vulcan Ventures Incorporated ("VVI") is wholly owned by Paul G. Allen, and Mr. Allen has sole voting and investment power over the shares held by VVI. |
3. VVI is the Managing Member of Vulcan Capital Venture Capital Management I LLC ("VCVC Management I"), which is the Manager of Vulcan Capital Venture Capital I LLC ("VCVC I"). Mr. Allen has sole voting and investment power over the shares held by VCVC I. VVI, VCVC Management I and Mr. Allen disclaim beneficial ownership over the securities held by VCVC I except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
4. Cougar Investment Holdings LLC ("Cougar") is the Managing Member of VCVC Management III LLC ("VCVC Management III"), which is the Manager of VCVC III LLC ("VCVC III"). Cougar is wholly owned by Mr. Allen, and Mr. Allen has sole voting and investment power over the shares held by VCVC III. Cougar, VCVC Management III and Mr. Allen disclaim beneficial ownership over the securities held by VCVC III except to the extent of their respective pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
5. Each share of the issuer's Series Four Senior Preferred Stock converted into 1 share of the issuer's Common Stock on June 25, 2013 pursuant to an election by the holders of a majority of the shares of the issuer's preferred stock in connection with the closing of the issuer's IPO and had no expiration date. |
Remarks: |
Michael Kranda, who is a consultant to VVI, serves on the issuer's Board of Directors as VVI's representative. |
/s/ Susan Drake, as attorney-in-fact for Vucan Ventures Incorporated | 06/25/2013 | |
/s/ Susan Drake, as attorney-in-fact for Vulcan Capital Venture Capital I LLC | 06/25/2013 | |
/s/ Susan Drake, as attorney-in-fact for Vulcan Capital Management I LLC | 06/25/2013 | |
/s/ David R. Stewart, as attorney-in-fact for Paul G. Allen | 06/25/2013 | |
/s/ Susan Drake, as attorney-in-fact for Cougar Investment Holdings LLC | 06/25/2013 | |
/s/ Susan Drake, as attorney-in-fact for VCVC Management III LLC | 06/25/2013 | |
/s/ Susan Drake, as attorney-in-fact for VCVC III LLC | 06/25/2013 | |
** 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. |