| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/13/2020 |
3. Issuer Name and Ticker or Trading Symbol
Unum Therapeutics Inc. [ UMRX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 3,904,273 | I | By funds(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Non-Voting Convertible Preferred Stock | (3) | (3) | Common Stock | 13,636,000 | 0.00 | I | By funds(2)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of (i) 1,031,901 shares owned by Venrock Healthcare Capital Partners II, LP; (ii) 418,143 shares owned by VHCP Co-Investment Holdings II, LLC; (iii) 2,231,295 shares owned by Venrock Healthcare Capital Partners III, LP; and (iv) 222,934 shares owned by VHCP Co-Investment Holdings III, LLC. |
| 2. VHCP Management II, LLC ("VHCPM2") is the general partner of Venrock Healthcare Capital Associates II, LP and the manager of VHCP Co-Investment Holdings II, LLC. VHCP Management III, LLC ("VHCPM3") is the general partner of Venrock Healthcare Capital Partners III, LP and the manager of VHCP Co-Investment Holdings III, LLC. Bong Koh and Nimish Shah are the voting members of VHCPM2 and VHCPM3. Each of VHCPM2, VHCPM3, Bong Koh and Nimish Shah (together, the "Managers") may be deemed to beneficially own these shares, but each of the Managers expressly disclaims beneficial ownership over these shares except to the extent of their respective pecuniary interests therein. |
| 3. Following stockholder approval of the conversion of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred") into shares of common stock, each share of Series A Preferred is convertible into shares of common stock at any time at the option of the holder thereof, into 1,000 shares of common stock, subject to certain limitations, including that a holder of Series A Preferred is prohibited from converting shares of Series Preferred into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% of the total number of shares of common stock issued and outstanding immediately after giving effect to such conversion. |
| 4. Consists of (i) 3,604,000 shares of common stock issuable upon the conversion of 3,604 shares of Series A Preferred owned by Venrock Healthcare Capital Partners II, LP; (ii) 1,460,000 shares of common stock issuable upon the conversion of 1,460 shares of Series A Preferred owned by VHCP Co-Investment Holdings II, LLC; (iii) 7,793,000 shares of common stock issuable upon the conversion of 7,793 shares of Series A Preferred owned by Venrock Healthcare Capital Partners III, LP; and (iv) 779,000 shares of common stock issuable upon the conversion of 779 shares of Series A Preferred owned by VHCP Co-Investment Holdings III, LLC. |
| Remarks: |
| /s/ David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Authorized Signatory | 08/18/2020 | |
| David L. Stepp, Attorney-in-fact | 08/18/2020 | |
| David L. Stepp, Attorney-in-fact | 08/18/2020 | |
| ** 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). | ||
| ** 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. | ||