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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
RENOVIS INC [ RNVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/02/2008 | ||||||||||||||||||||||||||
4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/02/2008 | D | 5,678 | D | (1) | 0 | D | |||
Common Stock | 05/02/2008 | D | 1,304,060 | D | (7) | 0 | I | By Funds(6)(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $4.5 | 05/02/2008 | D | 22,222 | 09/24/2003(8) | 09/23/2013 | Common Stock | 22,222 | (2) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $11.7 | 05/02/2008 | D | 11,111 | 02/09/2005(8) | 02/08/2015 | Common Stock | 11,111 | (3) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $18.185 | 05/02/2008 | D | 11,111 | 01/16/2006(8) | 01/15/2018 | Common Stock | 11,111 | (4) | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $3.42 | 05/02/2008 | D | 11,111 | 01/26/2007(8) | 01/25/2017 | Common Stock | 11,111 | (5) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger agreement between Renovis, Inc. and Evotec AG (the "Merger Agreement") in exchange for 2,992 American Depositary Shares ("ADS") of Evotec AG on the effective date of the merger. |
2. This option was converted into an option to acquire 11,713 ADS of Evotec AG at an exercise price of $8.54 per share pursuant to the terms of the Merger Agreement. |
3. This option was terminated pursuant to the terms of the Merger Agreement. |
4. This option was terminated pursuant to the terms of the Merger Agreement. |
5. This option was converted into an option to acquire 5,856 ADS of Evotec AG at an exercise price of $6.49 per share pursuant to the terms of the Merger Agreement. |
6. Shares of Common Stock held directly as follows: 234,767 shares held by Venrock Associates ("VA"); 1,043,216 shares held by Venrock Associates III, L.P. ("VA III"); 9,027 shares held by Venrock Entrepreneurs Fund, L.P. ("VEF"); 17,022 shares held by Venrock Entrepreneurs Fund III, L.P. ("VEF III"); 20 shares held by Venrock Management, LLC ("VM"); 4 shares held by Venrock Management III, LLC ("VM III"); and 4 shares held by VEF Management III, LLC ("VEFM III")(collectively, the "Venrock Entities"). VM is the sole general partner of VEF, VM III is the sole general partner of VA III, and VEFM III is the sole general partner of VEF III. Dr. Evnin is a General Partner of VA and a Member of each of VM, VM III, and VEFM III. Dr. Evnin disclaims beneficial ownership of all shares of Common Stock held by the Venrock Entities, except to the extent of his indirect pecuniary interest therein. |
7. The shares of Common Stock held by the Venrock Entities were converted into 687,368 ADS of Evotec AG pursuant to the terms of the Merger Agreement. |
8. This option is fully vested. |
Remarks: |
/s/ ANTHONY B. EVNIN | 05/07/2008 | |
** 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. |