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Filing Details

Accession Number:: 0001209191-13-038816
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-01 19:18:10
Reporting Period:: 2013-07-30

Filing Date:: 2013-08-01
Accepted Time:: 2013-08-01 19:18:10
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
1420095	Olivier Marc Perret	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	1,258,730	$0.00	1,258,730	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-07-30	46,675	$0.00	1,305,405	No	4	X	Indirect	See footnotes
Common Stock	Disposition	2013-07-30	352	$11.00	1,305,053	No	4	S	Indirect	See footnotes
Common Stock	Acquisiton	2013-07-30	16,742	$11.00	1,321,795	No	4	J	Indirect	See footnotes
Common Stock	Acquisiton	2013-07-30	165,525	$11.00	1,487,320	No	4	P	Indirect	See footnotes

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

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	6,666,668	$0.00	808,080	$0.00
Common Stock	Series B Preferred Stock	Disposition	2013-07-30	3,717,861	$0.00	450,649	$0.00
Common Stock	Warrants to Purchase Shares of Series A Preferred Stock	Disposition	2013-07-30	385,070	$0.00	46,675	$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.
The shares are held by Cooperative Gilde Healthcare II U.A.
The manager of Cooperative Gilde Healthcare II U.A. is Gilde Healthcare II Management B.V., which is indirectly owned by three managing partners, Edwin de Graaf, Marc Olivier Perret and Martenmanshurk B.V. (of which Pieter van der Meer is the owner and manager), through a holding entity, Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is owned in equal thirds by the three managing partners. Each of Edwin de Graaf, Marc Olivier Perret and Pieter van der Meer share voting and dispositive power of the shares, and disclaim beneficial ownership of the shares except to the extent of their respective 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.
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.
The warrants are held by Cooperative Gilde Healthcare II U.A.
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.