SEC FORM 4 SEC Form 4
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*
THIRD ROCK VENTURES LP

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eleven Biotherapeutics, Inc. [ EBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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 02/11/2014 C 3,267,716 A $0(1) 3,598,424 D(2)
Common Stock 02/11/2014 C 481,619 A $0(3) 4,080,043 D(2)
Common Stock 02/11/2014 C 127,077 A $0.0635 4,207,120 D(2)
Common Stock 02/11/2014 C 82,989 A $0 4,290,109 D(2)
Common Stock 02/11/2014 P 551,482 A $0 4,841,591 D(2)
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) 02/11/2014 C 20,750,000 (1) (1) Common Stock 3,267,716 $0 0 D(2)
Series B Preferred Stock (3) 02/11/2014 C 3,058,281 (3) (3) Common Stock 481,619 $0 0 D(2)
Common Stock Warrant (right to purchase) $0.0635 02/11/2014 C 127,077 (4) (4) Common Stock 127,077 $0 0 D(2)
Common Stock Warrant (right to purchase) $0.0635 02/11/2014 C 82,989 (5) (5) Common Stock 82,989 $0 0 D(2)
1. Name and Address of Reporting Person*
THIRD ROCK VENTURES LP

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Third Rock Ventures GP, L.P.

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TRV GP, LLC

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STARR KEVIN P

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TEPPER ROBERT I

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEVIN MARK J

(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock converted automatically into Common Stock on a 6.350 for-one basis upon the closing of the initial public offering of Eleven Biotherapeutics, Inc. (the "Issuer") without payment of additional consideration and had no expiration date.
2. The shares are directly held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC"). The individual managers of TRV GP, LLC are Mark Levin ("Levin"), Kevin Starr ("Starr") and Dr. Robert Tepper ("Tepper") and, as such, each of TRV GP and TRV GP LLC, Levin, Starr and Tepper exercises shared voting and investment power over the shares held of record by TRV. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
3. The Series B Preferred Stock converted automatically into Common Stock on a 6.350 for-one basis upon the closing of the initial public offering of the Issuer without payment of additional consideration and had no expiration date.
4. The Warrant to purchase Common Stock was exercised automatically upon the closing of the Issuer's initial public offering and had an expiration date of June 28, 2018.
5. The Warrant to purchase Common Stock was exercised automatically upon the closing of the Issuer's initial public offering and had an expiration date of December 4, 2018.
Remarks:
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P., general partner of Third Rock Ventures, L.P. 02/13/2014
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P. 02/13/2014
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC 02/13/2014
/s/ Kevin Gillis by Power of attorney for Kevin Starr 02/13/2014
/s/ Kevin Gillis by Power of attorney for Dr. Robert Tepper 02/13/2014
/s/ Kevin Gillis by Power of attorney for Mark Levin 02/13/2014
** Signature of Reporting Person Date
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