Statement of Changes in Beneficial Ownership (4)
26 November 2019 - 10:27AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
INTERWEST PARTNERS X LP |
2. Issuer Name and Ticker or Trading Symbol
AVEDRO INC
[
AVDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2710 SAND HILL ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2019 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/21/2019 | | U | | 2742239 | D | (1) | 0 | D (2) | |
Common Stock | 11/21/2019 | | U | | 3005 | D | (1) | 0 | I | See Footnote (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of August 7, 2019, by and among Avedro, Inc. (the "Issuer"), Glaukos Corporation ("Parent") and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on November 21, 2019, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Issuer Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 of a share of Parent's common stock ("Parent Common Stock"). The closing price of shares of the Parent Common Stock on November 21, 2019 was $63.07 per share. |
(2) | The securities are directly held by InterWest Partners X, LP ("IW10"). InterWest Management Partners X, LLC ("IMP10"), as the general partner of IW10, may be deemed to beneficially own the shares held by IW10. Arnold L. Oronsky and Gilbert H. Kliman are Managing Directors of IMP10, and Khaled A. Nasr and Keal Desai are Venture Members of IMP10. Each of the foregoing persons may be deemed to beneficially own the shares held by IW10, and each foregoing person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(3) | The securities are directly held by InterWest Venture Management Company ("IVMC"). Gilbert H. Kliman transferred these shares to IVMC for no consideration pursuant to a contractual agreement between Kliman and IW10. Arnold L. Oronsky and Gilbert H. Kliman are owners, directors and officers of IVMC and as such may be deemed to beneficially own the shares held by IVMC. Each of Arnold L. Oronsky and Gilbert H. Kliman disclaim beneficial ownership of such shares except to the extend of his pecuniary interest therein. |
Remarks: IW10 ceased to be a 10% owner upon closing of the Merger. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
INTERWEST PARTNERS X LP 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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InterWest Management Partners X, LLC 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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ORONSKY ARNOLD L 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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NASR KHALED 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Desai Keval 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Kliman Gilbert H 2710 SAND HILL ROAD, SUITE 200 MENLO PARK, CA 94025 |
| X |
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Signatures
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/s/ Karen Wilson, Attorney-in-Fact for InterWest Partners X, LP | | 11/25/2019 |
**Signature of Reporting Person | Date |
/s/ Karen Wilson, Attorney-in-Fact for InterWest Management Partners X, LLC | | 11/25/2019 |
**Signature of Reporting Person | Date |
/s/ Karen Wilson, Attorney-in-Fact for Arnold L Oronsky | | 11/25/2019 |
**Signature of Reporting Person | Date |
/s/ Karen Wilson, Attorney-in-Fact for Khaled A. Nasr | | 11/25/2019 |
**Signature of Reporting Person | Date |
/s/ Karen Wilson, Attorney-in-Fact for Keval Desai | | 11/25/2019 |
**Signature of Reporting Person | Date |
/s/ Karen Wilson, Attorney-in-Fact for Gilbert H. Kliman | | 11/25/2019 |
**Signature of Reporting Person | Date |
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