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| 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) 05/01/2014 |
3. Issuer Name and Ticker or Trading Symbol
Aldeyra Therapeutics, Inc. [ ALDX ] |
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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) |
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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 Preferred Stock | (4) | (4) | Common Stock | 1,153,850 | (4) | D(1)(2)(3) | |
| Series B Preferred Stock | (4) | (4) | Common Stock | 755,263 | (4) | D(1)(2)(3) | |
| Series B Preferred Stock Warrant (Right to Buy) | (4)(5) | 12/20/2017 | Common Stock | 60,576 | (4)(5) | D(1)(2)(3) | |
| Series B Preferred Stock Warrant (Right to Buy) | (4)(5) | 08/14/2018 | Common Stock | 60,576 | (4)(5) | D(1)(2)(3) | |
| Convertible Promissory Note | (6) | (6) | Common Stock | (6) | (6) | D(1)(2)(3) | |
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. The securities reported as directly beneficially owned by the designated 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 VI, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 5(b)(iv) of Form 3, 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. |
| 2. As managing members of Domain Associates, LLC, each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by Domain Associates, LLC., as reported on a Form 3 for Domain Associates, LLC filed on the same date as this Form 3. |
| 3. As managing members of the sole general partner of DP VI Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP VI Associates, L.P., as reported on a Form 3 for DP VI Associates, L.P. filed on the same date as this Form 3. |
| 4. All outstanding shares of the Issuer's preferred stock will automatically convert into Common Stock immediately following declaration of effectiveness of the Issuer's Registration Statement for no additional consideration. Each share of Series A Preferred Stock will convert into shares of Common Stock on a 2.3726-for-1 basis and each share of Series B Preferred Stock will automatically convert into shares of Common Stock on a 1-for-1 basis. |
| 5. All outstanding warrants will be net exercised for shares of the Issuer's Series B Preferred Stock and subsequently will automatically convert into Common Stock following declaration of effectiveness of the Issuer's Registration Statement for no additional consideration. Each share of Series B Preferred Stock will automatically convert into shares of Common Stock on a 1-for-1 basis. |
| 6. The Convertible Promissory Note in the principal amount of $170,000 issued to Domain Partners VI, L.P. will convert, pursuant to its terms, into shares of Common Stock upon the closing of the Issuer's initial public offering of securities (the "IPO"). Immediately prior to the closing of the IPO, the principal of the note will convert into shares of Common Stock at a conversion price per share equal to the IPO price. |
| Remarks: |
| /s/ Kathleen K. Schoemaker, as managing Member of One Palmer Square Associates VI, LLC, General Partner of Domain Partners VI, L.P., individually and as attorney-in-fact for J. Blair, B. Dovey, J. Treu and N. Vitullo | 05/01/2014 | |
| ** 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. | ||