Form Type: 4

SEC EDGAR Link
Accession Number:0000904454-14-000771
Date:2014-11-25
Issuer: NEOTHETICS, INC. (NEOT)
Original Submission Date:

Reporting Person:

DOMAIN PARTERS VII L P
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

SCHOEMAKER KATHLEEN K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Reporting Person:

HALAK BRIAN K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE PRINCETON, NJ 08542

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2014-11-25 C 2,921,064 a $0.00 2,921,064 f3 direct
COMMON STOCK 2014-11-25 M 92,105 a $8.54 3,013,169 f3 direct
COMMON STOCK 2014-11-25 F 56,185 d $14.00 2,956,984 f3 direct
COMMON STOCK 2014-11-25 M 165,790 a $8.54 3,122,774 f3 direct
COMMON STOCK 2014-11-25 F 101,132 d $14.00 3,021,642 f3 direct
COMMON STOCK 2014-11-25 P 70,000 a $14.00 3,091,642 f3 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A PREFERRED STOCK 0.0 2014-11-25 deemed execution date C 737,422 (d) common stock 120,888 $0.00 0 direct
SERIES B PREFERRED STOCK 0.0 2014-11-25 deemed execution date C 6,111,968 (d) common stock 1,142,452 $0.00 0 direct
SERIES B-2 PREFERRED STOCK 0.0 2014-11-25 deemed execution date C 2,164,305 (d) common stock 468,848 $0.00 0 direct
SERIES C PREFERRED STOCK 0.0 2014-11-25 deemed execution date C 7,252,144 (d) common stock 1,188,876 $0.00 0 direct
SERIES B-2 PREFERRED STOCK WARRANT (RIGHT TO BUY) 8.54 2014-11-25 deemed execution date M 92,105 (d) common stock 92,105 $8.54 0 direct
SERIES C PREFERRED STOCK WARRANT (RIGHT TO BUY) 8.54 2014-11-25 deemed execution date M 165,790 (d) common stock 165,790 $8.54 0 direct
Footnotes
IDfootnote
f1 the securities reported as directly beneficially owned by the reporting person may be deemed to be indirectly beneficially owned by each of the reporting owners listed below, each of whom is a managing member of one palmer square associates vii, llc, the sole general partner of the designated reporting person. pursuant to instruction 4(b)(iv) of form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated reporting person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
f2 as managing members of domain associates, llc, each reporting owner listed below may also be deemed to indirectly beneficially 24,000 shares of common stock held by domain associates, llc.
f3 as managing members of the sole general partner of dp vii associates, l.p., each reporting owner listed below may also be deemed to indirectly beneficially own the securities of the issuer held by dp vii associates, l.p., as reported on a form 4 for dp vii associates, l.p. filed on the same date as this form 4.
f4 all outstanding shares of the issuer's preferred stock automatically converted into common stock upon the closing of the issuer's initial public offering (the "ipo") for no additional consideration. the preferred stock had no expiration date.
f5 immediately prior to the closing of the ipo the warrants were net exercised for shares of preferred stock, which then automatically converted into shares of common stock. the net exercise is based on a fair market value of the ipo price of the common stock, which was $14.00 per share.
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