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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 C Preferred Stock | (2) | 04/22/2019 | C | 4,314,809 | (2) | (2) | Common Stock | 1,120,730 | $ 0 | 0 | I | See Footnote (4) | |||
| Series D Preferred Stock | (2) | 04/22/2019 | C | 2,105,259 | (2) | (2) | Common Stock | 546,820 | $ 0 | 0 | I | See Footnote (4) | |||
| Director Stock Option (right to buy) | $ 27.06 | 04/22/2019 | A | 15,000 | (3) | 04/22/2029 | Common Stock | 15,000 | $ 0 | 15,000 | I | See Footnote (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GLAXOSMITHKLINE PLC 980 GREAT WEST ROAD BRENTFORD MIDDLESEX, X0 TW8 9GS |
X | X | ||
| /s/ Victoria Whyte | 04/24/2019 | |
| **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) | S.R. One, Limited acquired 325,000 Common Stock of the Issuer in connection with the Issuer's initial public offering. |
| (2) | Each share of Series C Preferred Stock and Series D Preferred Stock were converted into 0.25974026 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of consideration. The Series C Preferred Stock and Series D Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The Preferred Stock had no expiration date. |
| (3) | The stock option was granted to Simeon George as director's compensation and will become fully vested on the date of the company's 2020 annual meeting of stockholders, subject to vesting acceleration upon a change in control of the company, and subject to the continuing service of Simeon George on each vesting date. As a Vice President of S.R. One, limited and an employee of GlaxoSmithKline LLC, Simeon George is obligated to transfer any shares issued under the stock option to S.R One, Limited, an indirect, wholly-owned subsidiary of GlaxoSmithKline plc |
| (4) | The shares reported herein are held of record by S.R. One, Limited, an indirect,wholly-owned subsidiary of GlaxoSmithKline plc (the "Reporting Person"). |