Page 6 of 10 – SEC Filing
| CUSIP No. 69366J200 | 13G | Page 6 of 9 Pages |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| Item 4. | Ownership | |
| Biomedical Value Fund, L.P. (“BVF”) is the record owner of 524,399 shares (the “BVF Shares”) and options exercisable on or before December 15, 2017 to purchase 71,800 shares at an exercise price of $18 per share (the “BVF Options” and together with the BVF Shares, the “BVF Equity”). Great Point Partners, LLC (“Great Point”) is the investment manager of BVF, and by virtue of such status may be deemed to be the beneficial owner of the BVF Equity. Each of Dr. Jeffrey R. Jay, M.D. (“Dr. Jay”), as senior managing member of Great Point, and Mr. David Kroin (“Mr. Kroin”), as special managing member of Great Point, has voting and investment power with respect to the BVF Equity, and therefore may be deemed to be the beneficial owner of the BVF Equity. | ||
| Biomedical Offshore Value Fund, Ltd. (“BOVF”) is the record owner of 805,601 shares (the “BOVF Shares”) and options exercisable on or before December 15, 2017 to purchase 110,200 shares at an exercise price of $18 per share (the “BOVF Options” and together with the BOVF Shares, the “BOVF Equity”). Great Point is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the BOVF Equity. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the BOVF Equity, and therefore may be deemed to be the beneficial owner of the BOVF Equity. | ||
| GEF-SMA, L.P. (“GEF-SMA”) is the record owner of 570,000 shares (the “GEF-SMA Shares”) and options exercisable on or before December 15, 2017 to purchase 78,000 shares at an exercise price of $18 per share (the “GEF-SMA Options” and together with the GEF-SMA Shares, the “GEF-SMA Equity”). Great Point is the investment manager with respect to the GEF-SMA Equity, and by virtue of such status may be deemed to be the beneficial owner of the GEF-SMA Equity. Each of Dr. Jay, as senior managing member of Great Point, and Mr. Kroin, as special managing member of Great Point, has voting and investment power with respect to the GEF-SMA Equity, and therefore may be deemed to be the beneficial owner of the GEF-SMA Equity. | ||
| Notwithstanding the above, Great Point, Dr. Jay and Mr. Kroin disclaim beneficial ownership of the BVF Equity, the BOVF Equity and the GEF-SMA Equity, except to the extent of their respective pecuniary interests. | ||
| The filing of this Schedule 13G shall not be deemed to be an admission that Great Point, Dr. Jay or Mr. Kroin beneficially owns the shares underlying the BVF Options, the BOVF Options or the GEF-SMA Options. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
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