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
TANDEM DIABETES CARE INC [ TNDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2013 | ||||||||||||||||||||||||||
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 | 11/19/2013 | C | 3,189,058 | A | (1) | 3,189,058 | I | By Domain Partners VII, L.P. | ||
Common Stock | 11/19/2013 | C | 54,390 | A | (1) | 54,390 | I | By DP VII Associates, L.P. |
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 | ||||||||
Series B Preferred Stock | (1) | 11/19/2013 | C | 356,111 | (1) | (1) | Common Stock | 356,111 | $0 | 0 | I | By Domain Partners VII, L.P. | |||
Series C Preferred Stock | (1) | 11/19/2013 | C | 549,833 | (1) | (1) | Common Stock | 549,833 | $0 | 0 | I | By Domain Partners VII, L.P. | |||
Series D Preferred Stock | (1) | 11/19/2013 | C | 2,283,114 | (1) | (1) | Common Stock | 2,283,114 | $0 | 0 | I | By Domain Partners VII, L.P. | |||
Warrant to Purchase Series D Preferred Stock | $4.4 | 11/19/2013 | J(2) | 590,403 | (3) | (3) | Series D Preferred Stock | 590,403 | $0 | 0 | I | By Domain Partners VII, L.P. | |||
Warrant to Purchase Common Stock | $7.37 | 11/19/2013 | J(2) | 352,351 | (4) | (4) | Common Stock | 352,351 | $0 | 352,351 | I | By Domain Partners VII, L.P. | |||
Series B Preferred Stock | (1) | 11/19/2013 | C | 6,071 | (1) | (1) | Common Stock | 6,071 | $0 | 0 | I | By DP VII Associates, L.P. | |||
Series C Preferred Stock | (1) | 11/19/2013 | C | 9,378 | (1) | (1) | Common Stock | 9,378 | $0 | 0 | I | By DP VII Associates, L.P. | |||
Series D Preferred Stock | (1) | 11/19/2013 | C | 38,941 | (1) | (1) | Common Stock | 38,941 | $0 | 0 | I | By DP VII Associates, L.P. | |||
Warrant to Purchase Series D Preferred Stock | $4.4 | 11/19/2013 | J(2) | 10,068 | (5) | (5) | Series D Preferred Stock | 10,068 | $0 | 0 | I | By DP VII Associates, L.P. | |||
Warrant to Purchase Common Stock | $7.37 | 11/19/2013 | J(2) | 6,008 | (6) | (6) | Common Stock | 6,008 | $0 | 6,008 | I | By DP VII Associates, L.P. |
Explanation of Responses: |
1. 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. The Common Stock equivalents of the preferred stock reflect the 1 for 1.6756 reverse split of the Common Stock effected in November 2013. |
2. Upon the closing of the IPO the Warrants to purchase Series D Preferred Stock automatically converted into Warrants to purchase the number of shares of Common Stock that the Series D Preferred Stock underlying the Warrants were convertible into, subject to the reverse split described in footnote (1), and the exercise price accordingly adjusted to $7.37 per share. |
3. The Warrant to purchase Series D Preferred Stock was immediately exercisable and expired as follows: 362,965 shares on 8/17/21; 90,741 shares on 5/25/22; and 136,697 shares on 7/17/22. |
4. The Warrant to purchase Common Stock is immediately exercisable and expires as follows: 216,617 shares on 8/17/21; 54,154 shares on 5/25/22; and 81,580 shares on 7/17/22. |
5. The Warrant to purchase Series D Preferred Stock was immediately exercisable and expired as follows: 6,190 shares on 8/17/21; 1,547 shares on 5/25/22; and 2,331 shares on 7/17/22. |
6. The Warrant to purchase Common Stock is immediately exercisable and expires as follows: 3,694 shares on 8/17/21; 923 shares on 5/25/22; and 1,391 shares on 7/17/22. |
Remarks: |
/s/Kathleen K. Schoemaker, Attorney-in-Fact | 11/19/2013 | |
** 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. |