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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 05/21/2013 | C | 578,033 | (1) | (1) | Common Stock | 24,084 | $ 0 | 0 | I | See Footnote (2) | |||
| Series C Preferred Stock | (3) | 05/21/2013 | C | 1,285,918 | (3) | (3) | Common Stock | 53,579 | $ 0 | 0 | I | See Footnote (2) | |||
| Series D Preferred Stock | (4) | 05/21/2013 | C | 1,112,781 | (4) | (4) | Common Stock | 102,450 | $ 0 | 0 | I | See Footnote (2) | |||
| Series D-2 Preferred Stock | (5) | 05/21/2013 | C | 7,171,250 | (5) | (5) | Common Stock | 298,802 | $ 0 | 0 | I | See Footnote (2) | |||
| Series E Preferred Stock | (6) | 05/21/2013 | C | 5,371,063 | (6) | (6) | Common Stock | 223,795 | $ 0 | 0 | I | See Footnote (2) | |||
| Stock Option (right to buy) | $ 6.66 | 05/21/2013 | A | 7,085 | (7) | 05/20/2023 | Common Stock | 7,085 | $ 0 | 7,085 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FLEMING STANDISH C/O AMBIT BIOSCIENCES CORPORATION 11080 ROSELLE STREET SAN DIEGO, CA 92121 |
X | |||
| /s/ Cath Bovenizer, Attorney-in-Fact | 05/21/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Upon the closing of the Issuer's initial public offering, every 24 shares of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
| (2) | The securities are held by Forward Ventures IV, L.P., or Forward IV, Forward Ventures IV B, L.P., or Forward IV B and Forward Ventures IV-C, L.P., or Forward IV-C. The Reporting Person, one of the Issuer's directors, and Dr. Ivor Royston, the managing members of Forward IV Associates, LLC the general partner of Forward IV, Forward IV B and Forward IV-C, and Dr. Stuart Collinson, the key member of Forward IV Associates, LLC, share voting and investment control over the securities held by Forward IV, Forward IV B and Forward IV-C, but disclaim beneficial ownership, except to the extent of their pecuniary interests therein. |
| (3) | Upon the closing of the Issuer's initial public offering, every 24 shares of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
| (4) | Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. The conversion ratio was incorrectly stated in the Reporting Person's Form 3. |
| (5) | Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
| (6) | Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. |
| (7) | One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date. |
| (8) | The shares were purchased in a private placement concurrent with the closing of the Issuers' initial public offering. |