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RCPT (MM)

231.96
0.00 (0.00%)
16 Jul 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
(MM) NASDAQ:RCPT NASDAQ Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 231.96 0.00 01:00:00

Statement of Changes in Beneficial Ownership (4)

14/05/2013 10:26pm

Edgar (US Regulatory)


FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

VENROCK ASSOCIATES V LP
2. Issuer Name and Ticker or Trading Symbol

Receptos, Inc. [ RCPT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O VENROCK, 3340 HILLVIEW AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2013
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/14/2013     C    1152038   A   (1) 1266322   (5) I   By Funds   (4)
Common Stock   5/14/2013     C    550872   A   (1) 1817194   (6) I   By Funds   (4)
Common Stock   5/14/2013     P    265567   A $14.00   2082761   (7) I   By Funds   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock     (1) 5/14/2013     C         8640289      (1)   (1) Common Stock   1152038   (2) $0   0   I   By Funds   (4)
Series B Preferred Stock     (1) 5/14/2013     C         4131552      (1)   (1) Common Stock   550872   (3) $0   0   I   By Funds   (4)

Explanation of Responses:
( 1)  The Series A Preferred Stock and Series B Preferred Stock have no expiration date and converted upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 7.5 shares of Series A Preferred Stock and Series B Preferred Stock, for no additional consideration.
( 2)  Consists of an aggregate of (i) 1,039,484 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Associates V, L.P. ("Venrock Associates"); (ii) an aggregate of 88,131 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Partners V, L.P. ("Venrock Partners"); and (iii) an aggregate of 24,423 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs").
( 3)  Consists of an aggregate of (i) 497,053 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Associates; (ii) an aggregate of 42,141 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Partners; and (iii) an aggregate of 11,678 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Entrepreneurs.
( 4)  The sole general partner of Venrock Associates is Venrock Management V, LLC ("Venrock Management V"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("Venrock Partners Management V"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEF"). Venrock Management V, Venrock Partners Management V and VEF disclaim beneficial ownership over all shares held by Venrock Associates, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interest therein.
( 5)  Consists of an aggregate of (i) 1,142,604 shares of common stock held by Venrock Associates; (ii) an aggregate of 96,873 shares of common stock held by Venrock Partners; and (iii) an aggregate of 26,845 shares of common stock held by Venrock Entrepreneurs.
( 6)  Consists of an aggregate of (i) 1,639,657 shares of common stock held by Venrock Associates; (ii) an aggregate of 139,014 shares of common stock held by Venrock Partners; and (iii) an aggregate of 38,523 shares of common stock held by Venrock Entrepreneurs.
( 7)  Consists of an aggregate of (i) 1,879,278 shares of common stock held by Venrock Associates; (ii) an aggregate of 159,330 shares of common stock held by Venrock Partners; and (iii) an aggregate of 44,153 shares of common stock held by Venrock Entrepreneurs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VENROCK ASSOCIATES V LP
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

VENROCK PARTNERS V L P
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

Venrock Entrepreneurs Fund V, L.P.
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

Venrock Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

Venrock Partners Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X

VEF Management V, LLC
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO, CA 94304

X


Signatures
/s/ David L. Stepp, Authorized Signatory 5/14/2013
** 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 control number.

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