SEC FORM 3

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^*

SCHMERTZLER MICHAEL

(Last)

(First)

(Middle)

1300 VALLEY ROAD

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2013

3. Issuer Name and Ticker or Trading Symbol
PTC THERAPEUTICS, INC. [ PTCT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	26,766	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	05/15/2023	Common Stock	60,000	$10.85	D
Stock Option (right to buy)	⁽²⁾	01/10/2022	Common Stock	276	$218.4	D
Stock Option (right to buy)	⁽³⁾	04/27/2021	Common Stock	276	$490.8	D
Stock Option (right to buy)	⁽⁴⁾	02/02/2020	Common Stock	216	$1,149.6	D
Stock Option (right to buy)	⁽⁴⁾	10/07/2019	Common Stock	266	$508.8	D
Stock Option (right to buy)	⁽⁴⁾	01/25/2018	Common Stock	166	$735.6	D
Stock Option (right to buy)	⁽⁴⁾	07/14/2018	Common Stock	83	$735.6	D
Stock Option (right to buy)	⁽⁴⁾	04/18/2017	Common Stock	125	$626.4	D
Stock Option (right to buy)	⁽⁴⁾	03/01/2016	Common Stock	90	$392.4	D
Series Four Senior Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	276,853	⁽⁵⁾	I	See Footnotes⁽⁶⁾⁽⁷⁾
Series Four Senior Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	155,366	⁽⁵⁾	I	See Footnote⁽⁸⁾
Series Five Junior Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,980,029	⁽⁹⁾	I	See Footnotes⁽¹⁰⁾⁽⁷⁾
Series Five Junior Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	608,670	⁽⁹⁾	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. This option was granted on May 15, 2013 and vests over three years, with 8.33% of the shares underlying the option vesting on August 15, 2013 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.

2. This option was granted on January 10, 2010 and vests over three years, with 8.33% of the shares underlying the option vesting on April 1, 2012 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.

3. This option was granted on April 27, 2011 and vests over three years, with 8.33% of the shares underlying the option vesting on April 1, 2011 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.

4. Currently exercisable.

5. The Series Four Senior Preferred Stock has no expiration date. Each share of Series Four Senior Preferred Stock will convert automatically into one share of Common Stock upon the closing of PTC Therapeutics, Inc.'s initial public offering without payment of further consideration.

6. Consists of (a) 216,209 shares held by Credit Suisse First Boston Equity Partners, L.P.; (b) 60,436 shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.; and (c) 208 shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.

7. Mr. Schmertzler is a Managing Director of Aries Advisors, LLC, the sub-advisor to Credit Suisse First Boston Equity Partners, L.P. Mr. Schmertzler disclaims beneficial ownership of the shares held by entities affiliated with Credit Suisse First Boston Equity Partners, L.P. except to the extent of any pecuniary interest therein.

8. Shares held directly by Section Six Partners, L.P. Mr. Schmertzler is a general and limited partner of, and trustee of certain family trusts holding interests in, Section Six Partners, L.P. Mr. Schmertzler disclaims beneficial ownership of the shares held by Section Six Partners, L.P. except to the extent of any pecuniary interest therein.

9. The Series Five Junior Preferred Stock has no expiration date. Each share of Series Five Junior Preferred Stock will convert automatically into one share of Common Stock upon the closing of PTC Therapeutics, Inc.'s initial public offering without payment of further consideration.

10. Consists of (a) 1,543,400 shares held by Credit Suisse First Boston Equity Partners, L.P.; (b) 431,419 shares held by Credit Suisse First Boston Equity Partners (Bermuda), L.P.; (c) 1,489 shares held by Credit Suisse First Boston U.S. Executive Advisors, L.P.; (d) 3,487 shares held by EMA Private Equity Fund 1999, L.P.; and (e) 234 shares held by Credit Suisse First Boston Finders & Screeners, L.P.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Michael Schmertzler	06/19/2013
	** 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 5 (b)(v).
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