Statement of Changes in Beneficial Ownership (4)
19 Februar 2016 - 9:51PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
Estimated average burden
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
*
HEALTHCARE VENTURES VII LP
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2. Issuer Name
and
Ticker or Trading Symbol
GLOBEIMMUNE INC
[
GBIM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10% Owner
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(Last)
(First)
(Middle)
47 THORNDIKE STREET, SUITE B1-1
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2016
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(Street)
CAMBRIDGE, MA 02141
(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)
___ 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
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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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2/17/2016
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S
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5000
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D
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$1.53
(1)
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564267
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I
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By Partnership
(2)
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Common Stock
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2/18/2016
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S
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5000
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D
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$1.40
(3)
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559267
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I
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By Partnership
(2)
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Common Stock
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2/19/2016
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S
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5000
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D
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$1.39
(4)
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554267
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I
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By Partnership
(2)
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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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Explanation of Responses:
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(
1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.48 - $1.56, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (1) to this Form 4.
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(
2)
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These securities are held of record by HealthCare Ventures VII, L.P. ("HCVVII"). HealthCare Partners VII, L.P. ("HCPVII") is the General Partner of HCVVII. Each of James Cavanaugh, Christopher Mirabelli, Harold Werner, John Littlechild and Augustine Lawlor are general partners of HCPVII and exercise shared voting and investment power with respect to the shares owned by HCVVII. Each of the reporting persons disclaims beneficial ownership of such securities, except to the extent of their proportionate pecuniary interest therein. In addition, Mr. Lawlor is a member of the Board of Directors of the Issuer.
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(
3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.40 - $1.44, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (3) to this Form 4.
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(
4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.35 - $1.42, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this footnote (4) to this Form 4.
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Remarks:
As of the date of event requiring this filing, the Reporting Persons are no longer 10% owners of the equity securities of the Issuer and, accordingly, except as noted in the next sentence, the Reporting Persons are no longer subject to Section 16 reporting in connection with their transactions in the equity securities of the Issuer. Mr. Lawlor is a director of the Issuer and in that capacity continues to have a filing obligation under Section 16.
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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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HEALTHCARE VENTURES VII LP
47 THORNDIKE STREET
SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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CAVANAUGH JAMES H
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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HealthCare Partners VII, L.P.
47 THORNDIKE STREET
SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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LAWLOR AUGUSTINE
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE, MA 02141
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X
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Former 10% Owner
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LITTLECHILD JOHN W
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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Mirabelli Christopher
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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WERNER HAROLD R
C/O HEALTHCARE VENTURES LLC
47 THORNDIKE STREET, SUITE B1-1
CAMBRIDGE, MA 02141
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Former 10% Owner
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Signatures
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/s/ Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P., the GP of HealthCare Ventures VII, L.P.
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Attorney-in-Fact for James Cavanaugh
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Administrative Partner of HealthCare Partners VII, L.P.
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Attorney-in-Fact for Augustine Lawlor
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Attorney-in-Fact for John Littlechild
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Attorney-in-Fact for Christopher Mirabelli
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2/19/2016
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**
Signature of Reporting Person
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Date
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Jeffrey B. Steinberg, Attorney-in-fact for Harold Werner
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2/19/2016
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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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