FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/07/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 06/07/2016 | C | 66,518(1) | A | (2) | 530,163 | D | |||
Common Stock | 06/07/2016 | X | 657 | A | $0.022 | 530,820 | D | |||
Common Stock | 06/07/2016 | S(3) | 3 | D | $7 | 530,817 | D | |||
Common Stock | 40,909 | I | By White Family Trust(4) | |||||||
Common Stock | 301 | I | As UTMA custodian for son(5) | |||||||
Common Stock | 844 | I | As UTMA custodian for son(5) | |||||||
Common Stock | 1,188 | I | As UTMA custodian for son(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (2) | 06/07/2016 | C | 133,234 | (2) | (2) | Common Stock | 60,560 | $0.00 | 0 | D | ||||
Series B Preferred Stock | (2) | 06/07/2016 | C | 13,110 | (2) | (2) | Common Stock | 5,958 | $0.00 | 0 | D | ||||
Warrant to Purchase Common Stock (right to buy) | $0.022 | 06/07/2016 | X | 657 | 04/28/2014 | (6) | Common Stock | 657 | $0.00 | 0 | D |
Explanation of Responses: |
1. Represents shares received upon conversion of shares of Series A Preferred Stock and Series B Preferred Stock. |
2. Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into 0.454545 shares of the Issuer's common stock. The Preferred Stock had no expiration date. |
3. On June 7, 2016, the reporting person exercised a warrant to purchase 657 shares of Issuer's common stock for $0.022 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer's withholding of 3 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 654 shares. |
4. These securities are held in trust for the benefit of the reporting person's children. The reporting person's wife serves as trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
5. These securities are held for the benefit of the reporting person's son under the Georgia Uniform Transfers to Minors Act, for which the reporting person serves as custodian. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
6. This warrant would have expired upon the closing of the Issuer's initial public offering. |
Remarks: |
/s/ Brian F. Leaf, Attorney-in-Fact | 06/07/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |