Statement of Changes in Beneficial Ownership (4)
20 November 2017 - 11:29PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Ross Michael Jay
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2. Issuer Name
and
Ticker or Trading Symbol
Arsanis, Inc.
[
ASNS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O SV HEALTH INVESTORS ONE BOSTON PLACE, SUITE 3900, 201 WASHINGTON STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2017
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(Street)
BOSTON, MA 02108
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/20/2017
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C
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19128
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A
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(1)
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19128
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I
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See Footnote
(6)
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Common Stock
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11/20/2017
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C
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404
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A
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(1)
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19532
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I
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See Footnote
(7)
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Common Stock
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11/20/2017
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C
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247010
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A
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(2)
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266542
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I
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See Footnote
(6)
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Common Stock
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11/20/2017
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C
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5219
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A
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(2)
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271761
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I
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See Footnote
(7)
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Common Stock
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11/20/2017
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C
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322102
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A
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(3)
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593863
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I
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See Footnote
(6)
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Common Stock
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11/20/2017
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C
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6806
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A
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(3)
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600669
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I
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See Footnote
(7)
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Common Stock
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11/20/2017
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C
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111955
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A
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(4)
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712624
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I
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See Footnote
(6)
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Common Stock
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11/20/2017
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C
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2365
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A
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(4)
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714989
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I
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See Footnote
(7)
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Common Stock
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11/20/2017
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C
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202915
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A
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(5)
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917904
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I
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See Footnote
(6)
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Common Stock
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11/20/2017
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C
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4288
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A
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(5)
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922192
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I
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See Footnote
(7)
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Common Stock
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11/20/2017
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C
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431980
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A
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(5)
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1354172
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I
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See Footnote
(8)
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Common Stock
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11/20/2017
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C
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14789
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A
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(5)
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1368961
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I
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See Footnote
(9)
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Common Stock
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11/20/2017
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P
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483448
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A
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$10.00
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1852409
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I
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See Footnote
(8)
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Common Stock
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11/20/2017
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P
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16552
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A
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$10.00
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1868961
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I
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See Footnote
(9)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A-1 Convertible Preferred Stock
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(1)
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11/20/2017
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C
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65287
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(1)
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(1)
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Common Stock
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19128
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$0.00
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0
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I
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See Footnote
(6)
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Series A-1 Convertible Preferred Stock
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(1)
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11/20/2017
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C
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1380
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(1)
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(1)
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Common Stock
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404
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$0.00
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0
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I
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See Footnote
(7)
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Series A-2 Convertible Preferred Stock
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(2)
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11/20/2017
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C
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690259
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(2)
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(2)
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Common Stock
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247010
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$0.00
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0
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I
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See Footnote
(6)
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Series A-2 Convertible Preferred Stock
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(2)
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11/20/2017
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C
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14587
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(2)
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(2)
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Common Stock
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5219
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$0.00
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0
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I
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See Footnote
(7)
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Series B Convertible Preferred Stock
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(3)
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11/20/2017
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C
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721402
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(3)
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(3)
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Common Stock
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322102
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$0.00
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0
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I
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See Footnote
(6)
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Series B Convertible Preferred Stock
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(3)
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11/20/2017
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C
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15246
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(3)
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(3)
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Common Stock
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6806
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$0.00
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0
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I
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See Footnote
(7)
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Series C Convertible Preferred Stock
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(4)
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11/20/2017
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C
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224665
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(4)
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(4)
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Common Stock
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111955
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$0.00
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0
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I
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See Footnote
(6)
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Series C Convertible Preferred Stock
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(4)
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11/20/2017
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C
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4747
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(4)
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(4)
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Common Stock
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2365
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$0.00
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0
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I
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See Footnote
(9)
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Series D Convertible Preferred Stock
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(5)
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11/20/2017
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C
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692552
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(5)
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(5)
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Common Stock
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202915
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$0.00
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0
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I
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See Footnote
(6)
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Series D Convertible Preferred Stock
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(5)
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11/20/2017
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C
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14635
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(5)
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(5)
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Common Stock
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4288
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$0.00
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0
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I
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See Footnote
(7)
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Series D Convertible Preferred Stock
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(5)
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11/20/2017
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C
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1474348
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(5)
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(5)
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Common Stock
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431980
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$0.00
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0
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I
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See Footnote
(8)
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Series D Convertible Preferred Stock
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(5)
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11/20/2017
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C
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50477
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(5)
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(5)
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Common Stock
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14789
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$0.00
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0
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I
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See Footnote
(9)
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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. The reporting person, a member of the investment committee of SVLSF V, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(7)
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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. The reporting person, a member of the investment committee of SVLSF V, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(8)
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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. The reporting person, a member of the investment committee of SVLSF VI, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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(9)
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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. The reporting person, a member of the investment committee of SVLSF VI, LLC, may be deemed to share voting, dispositive and investment power over the shares held of record by SVLS V LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ross Michael Jay
C/O SV HEALTH INVESTORS ONE BOSTON PLACE
SUITE 3900, 201 WASHINGTON STREET
BOSTON, MA 02108
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X
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X
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Signatures
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/s/ Mike Gray, attorney-in-fact
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11/20/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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