| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Twist Bioscience Corp [ TWST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2018 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 11/02/2018 | C | 1,182,645 | A | (1) | 1,182,645 | I | See footnote(2)(3) | ||
| Common Stock | 11/02/2018 | C | 718,275 | A | (1) | 1,900,920 | I | See footnote(2)(3) | ||
| Common Stock | 11/02/2018 | C | 266,776 | A | (1) | 2,167,696 | I | See footnote(2)(3) | ||
| Common Stock | 11/02/2018 | C | 224,726 | A | (1) | 2,392,422 | I | See footnote(2)(3) | ||
| Common Stock | 11/02/2018 | P | 15,000(4) | A | $14 | 2,407,422 | I | See footnote(2)(3) | ||
| Common Stock | 11/02/2018 | C | 894,146 | A | (1) | 894,146 | I | See footnote(5)(3) | ||
| Common Stock | 11/02/2018 | P | 60,000(4) | A | $14 | 954,146 | I | See footnote(5)(3) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 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: 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) | 11/02/2018 | C | 1,182,645 | (1) | (6) | Common Stock | 1,182,645 | (1) | 0 | I | See footnote(2)(3) | |||
| Series B Preferred Stock | (1) | 11/02/2018 | C | 718,275 | (1) | (6) | Common Stock | 718,275 | (1) | 0 | I | See footnote(2)(3) | |||
| Series C Preferred Stock | (1) | 11/02/2018 | C | 266,776 | (1) | (6) | Common Stock | 266,776 | (1) | 0 | I | See footnote(2)(3) | |||
| Series D Preferred Stock | (1) | 11/02/2018 | C | 224,726 | (1) | (6) | Common Stock | 224,726 | (1) | 0 | I | See footnote(2)(3) | |||
| Series D Preferred Stock | (1) | 11/02/2018 | C | 894,146 | (1) | (6) | Common Stock | 894,146 | (1) | 0 | I | See footnote(5)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Upon closing of the Issuer's initial public offering, each share of preferred stock was automatically converted into one share of the Issuer's common stock, for no additional consideration, on a 1:1 basis. |
| 2. The shares are directly held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII"). The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 3. Clinton Bybee and Robert Nelsen are the managing directors of ARCH VII LLC and ARCH VIII LLC, and they may be deemed to beneficially own the shares held by ARCH Fund VII and ARCH Overage. Messrs. Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 4. Reflects shares purchased in the Issuer's initial public offering. |
| 5. The shares are directly held by ARCH Venture Fund VIII Overage, L.P. ("ARCH Overage"). The sole general partner of ARCH Overage is ARCH Venture Partners VIII, LLC ("AVP GPLLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Overage. AVP GPLLC disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
| 6. The expiration date is not relevant to the conversion of these securities. |
| Remarks: |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC, General Partner of ARCH Venture Partners VII, L.P., General Partner of ARCH Venture Fund VII, L.P. | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC, General Partner of ARCH Venture Fund VIII Overage, L.P. | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC, General Partner of ARCH Venture Partners VII, L.P. | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VII, LLC | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Keith Crandell, Managing Director of ARCH Venture Partners VIII, LLC | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Clinton Bybee | 11/06/2018 | |
| /s/ Mark McDonnell, Attorney-in-Fact for Robert Nelsen | 11/06/2018 | |
| ** 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 Number. | ||