SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/07/2015 | 3. Issuer Name and Ticker or Trading Symbol CytomX Therapeutics, Inc. [ CTMX ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B-1 Redeemable Convertible Preferred Stock | (1) | (1) | Common Stock | 3,566,337 | (1) | I | See Footnote(2) |
Series C Redeemable Convertible Preferred Stock | (3) | (3) | Common Stock | 1,318,418 | (3) | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Each share of the issuer's Series B-1 convertible preferred stock will automatically convert into one (1) share of the issuer's Common Stock immediately prior to the completion of the issuer's initial public offering ("IPO"), for no additional consideration, and has no expiration date. |
2. The shares are held directly by Canaan IX L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners IX LLC ("Canaan IX", and together with the Canaan Fund, the "Canaan Entities"), and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Timothy Shannon, a non-managing member of Canaan IX, serves as representative of the Canaan Entities on the issuer's board of directors. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any. |
3. Each share of the issuer's Series C convertible preferred stock will automatically convert into one (1) share of the issuer's Common Stock immediately prior to the completion of the issuer's IPO, for no additional consideration, and has no expiration date. |
Remarks: |
Exhibit 24 Power of Attorney and Exhibit 99 Joint Filer Information |
Canaan IX L.P., By: Canaan Partners IXLLC, its general partner, By: /s/ Jaime Slocum, Attorney-in-Fact | 10/07/2015 | |
Canaan Partners IX LLC, By: /s/ Jaime Slocum, Attorney-in-Fact | 10/07/2015 | |
** 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 5 (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. |