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Filing Details

Accession Number:: 0001209191-13-038812
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-01 19:14:37
Reporting Period:: 2013-07-30

Filing Date:: 2013-08-01
Accepted Time:: 2013-08-01 19:14:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1383701	Conatus Pharmaceuticals Inc	CNAT	Pharmaceutical Preparations (2834)	203183915

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1380178	Shahzad Malik	C/O Conatus Pharmaceuticals Inc. 4365 Executive Drive, Suite 200 San Diego CA 92121		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-07-30	1,888,091	$0.00	1,888,091	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-07-30	70,003	$0.08	1,958,094	No	4	X	Indirect	See footnote
Common Stock	Disposition	2013-07-30	535	$11.00	1,957,559	No	4	S	Indirect	See footnote
Common Stock	Acquisiton	2013-07-30	19,223	$11.00	1,976,782	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-07-30	190,054	$11.00	2,166,836	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	X	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2013-07-30	10,000,000	$0.00	1,212,121	$0.00
Common Stock	Series B Preferred Stock	Disposition	2013-07-30	5,576,786	$0.00	675,970	$0.00
Common Stock	Warrants to Purchase Shares of Series A Preferred Stock	Disposition	2013-07-30	577,599	$0.00	70,003	$0.00
Common Stock	Stock Option (Right to Buy)	Acquisiton	2013-07-30	30,000	$0.00	30,000	$11.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	X	Indirect
30,000	2023-07-29	No	4	A	Direct

Footnotes

The outstanding shares of Preferred Stock of the Issuer automatically converted into the shares of Common Stock of the Issuer at the closing of the Issuer's initial public offering (the "IPO") at a conversion ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration.
Represents 672,872, 329,711, 91,972, 180,907, 26,029, 21,691, 6,507, 552,874 and 5,528 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon conversion of Preferred Stock.
Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is GP of Advent Management III Limited Partnership, which is GP of each of Advent Private Equity Fund III "A", Advent Private Equity Fund III "B", Advent Private Equity Fund III "C", Advent Private Equity Fund III "D" and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited and Advent Private Equity Fund IV. Advent Limited owns 100% of Advent Private Equity GmbH, which is GP of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationship. Dr. Malik is a GP of Advent Venture Partners LLP and shares voting and investment power over the shares, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, and were then net exercised based on the IPO price of $11.00 per share.
Represents 24,950, 12,225, 3,410, 6,707, 965, 803, 240, 20,500 and 203 shares of Common Stock issued upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
Represents 188, 93, 27, 52, 8, 7, 3, 155 and 2 shares of Common Stock withheld by the Issuer upon the net exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO.
Represents 6,851, 3,357, 936, 1,842, 265, 221, 66, 5,629 and 56 shares of Common Stock issued upon the automatic conversion of the principal amount of the convertible promissory notes, plus accrued interest, held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon the closing of the IPO at a conversion price of $11.00 per share.
Represents 67,731, 33,189, 9,258, 18,210, 2,620, 2,183, 655, 55,652 and 556 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
Represents 772,216, 378,389, 105,549, 207,614, 29,871, 24,891, 7,465, 634,500 and 6,341 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
Represents 3,563,761, 1,746,266, 487,116, 958,149, 137,863, 114,886, 34,466, 2,928,211 and 29,282 shares of Series A Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
Represents 1,987,434, 973,855, 271,654, 534,339, 76,883, 64,069, 19,221, 1,633,002 and 16,329 shares of Series B Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
Represents 205,845, 100,865, 28,135, 55,342, 7,962, 6,635, 1,990, 169,135 and 1,690 shares of Series A Preferred Stock issuable upon the exercise of the Warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.
The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the grant date, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the grant date.