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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | Â (2) | Â (2) | Common Stock | 827,917 | $ (2) | I | By Johnson & Johnson Development Corporation (1) |
Series C Preferred Stock | Â (2) | Â (2) | Common Stock | 351,866 | $ (2) | I | By Johnson & Johnson Development Corporation (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933 |
 |  X |  |  |
JOHNSON & JOHNSON DEVELOPMENT CORP ET AL ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933 |
 |  X |  |  |
Douglas Chia, Secretary of Johnson & Johnson | 02/04/2014 | |
**Signature of Reporting Person | Date | |
Jayne Zall, Secretary of Johnson & Johnson Development Corporation | 02/04/2014 | |
**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 securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person. |
(2) | There is no expiration date applicable to the Series B or Series C Preferred Stock. Upon the closing of the Issuer's initial public offering (the "IPO") each outstanding share of Preferred Stock will automatically convert into shares of Common Stock, for no additional consideration. The Series C Preferred Stock converts on a 1-for-1 basis. The Series B Preferred Stock has an accruing cumulative dividend that accrues at a rate of 8% per year from the Series B Preferred Stock issuance date. Upon the closing of the IPO, approximately 208,862 shares of Common Stock will be issued to Johnson & Johnson Development Corporation in connection with the Series B Preferred Stock accruing cumulative dividend. |