08/12/2025 | Press release | Distributed by Public on 08/12/2025 14:35
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Versant Ventures V, LLC ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Venture Capital V, L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Ophthalmic Affiliates I, L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Affiliates Fund V, L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Ventures V GP-GP (Canada), Inc. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Ventures V (Canada), L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Venture Capital V (Canada), LP ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Vantage II GP-GP, LLC ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Vantage II GP, L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X | |||
Versant Vantage II, L.P. ONE SANSOME STREET, SUITE 1650 SAN FRANCISCO, CA 94104 |
X |
Versant Ventures V, LLC, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Venture Capital V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Ophthalmic Affiliates Fund I, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Affiliates Fund V, L.P., By Versant Ventures V, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Ventures V GP-GP (Canada), Inc., By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Ventures V (Canada), L.P., By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Venture Capital V (Canada), LP, By Versant Ventures V (Canada), L.P., its general partner, By Versant Ventures V GP-GP (Canada), Inc., its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Vantage II GP-GP, LLC, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Vantage II GP, L.P., By Versant Vantage II GP-GP, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**Signature of Reporting Person | Date | |
Versant Vantage II, L.P., By Versant Vantage II GP, L.P., its general partner, By Versant Vantage II GP-GP, LLC, its general partner, By /s/ Max Eisenberg, Chief Operating Officer | 08/12/2025 | |
**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) | Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated June 26, 2025, by and among the Issuer, XOMA Royalty Corporation ("Purchaser") and XRA 3 Corp., a wholly-owned subsidiary of Purchaser, pursuant to which Purchaser completed a cash tender offer (the "Offer")for all outstanding shares of common stock of the Issuer for (i) $0.34 per share in cash, payable subject to any applicable tax withholding and without interest, plus (ii) one non-transferable contractual contingent value right per share, payable subject to any applicable tax withholding and without interest. |
(2) | Shares are held by Versant Venture Capital V, L.P. ("Versant V"). Versant Ventures V, LLC ("Versant V GP") is the sole general partner of Versant V. Jerel C. Davis ("Dr. Davis"), a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Versant V, and each disclaims beneficial ownership of the shares held by Versant V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
(3) | Shares are held by Versant Venture Capital V (Canada) LP ("Canada V"). Versant Ventures V (Canada), L.P. ("Canada V GP") is the general partner of Canada V and Versant Ventures V GP-GP (Canada), Inc. ("Canada V GP-GP") is the sole general partner of Canada V GP. Dr. Davis, a member of the Issuer's board of directors, is a director of Canada V GP-GP. Each of Canada V GP-GP, Canada V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Canada V, and each disclaims beneficial ownership of the shares held by Canada V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
(4) | Shares are held by Versant Ophthalmic Affiliates Fund I, L.P. ("Ophthalmic"). Versant V GP is the sole general partner of Ophthalmic. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Ophthalmic, and each disclaims beneficial ownership of the shares held by Ophthalmic, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
(5) | Shares are held by Versant Affiliates Fund V, L.P. ("Affiliates V"). Versant V GP is the sole general partner of Affiliates V. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Versant V GP. Each of Versant V GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Affiliates V, and each disclaims beneficial ownership of the shares held by Affiliates, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |
(6) | Shares held by Versant Vantage II, L.P. ("Vantage II"). Versant Vantage II GP, L.P. ("Vantage II GP") is the sole general partner of Vantage II and Versant Vantage II GP-GP, LLC ("Vantage II GP-GP") is the sole general partner of Vantage II GP. Dr. Davis, a member of the Issuer's board of directors, is a managing director of Vantage II GP-GP. Each of Vantage II GP-GP, Vantage II GP and Dr. Davis may be deemed to share voting and dispositive power over the shares held by Vantage II, and each disclaims beneficial ownership of the shares held by Canada V, except to the extent of their respective pecuniary interest therein. Dr. Davis is a director of the Issuer and files separate Section 16 reports. |