SEC Filing | Aldeyra Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

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^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2014

3. Issuer Name and Ticker or Trading Symbol
Aldeyra Therapeutics, Inc. [ ALDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	915,366	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Non-Voting Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	247,694	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	427,591	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Non-Voting Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	133,827	⁽²⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series B Preferred Stock Warrant (Right to Buy)	⁽²⁾⁽³⁾	12/20/2017	Common Stock	36,345	⁽²⁾⁽³⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾
Series B Preferred Stock Warrant (Right to Buy)	⁽²⁾⁽³⁾	08/14/2018	Common Stock	36,345	⁽²⁾⁽³⁾	I	By Johnson & Johnson Development Corporation⁽¹⁾

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JOHNSON & JOHNSON DEVELOPMENT CORP ET AL

(Last)

(First)

(Middle)

ONE JOHNSON & JOHNSON PLAZA

(Street)

NEW BRUNSWICK

08933

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Development Corporation, a wholly-owned subsidiary of the designated Reporting Person.

2. 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 and Non-Voting 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 and Non-Voting Series B Preferred Stock will automatically convert into shares of Common Stock on a 1-for-1 basis.

3. 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.

Remarks:

	Douglas Chia, Secretary of Johnson & Johnson	05/01/2014
	Steven M. Rosenberg, Secretary of Johnson & Johnson Development Corporation	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.
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