SEC FORM 4 SEC Form 4
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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Polaris Venture Partners V, L.P.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
T2 Biosystems, Inc. [ TTOO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2014
4. 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 Acquired, Disposed of, or Beneficially Owned
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 08/12/2014 C 44,657(2) A $0(1) 44,657 I See footnote(12)(13)
Common Stock 08/12/2014 C 15,695(3) A $0(1) 60,352 I See footnote(12)(13)
Common Stock 08/12/2014 C 22,912(4) A $0(1) 83,264 I See footnote(12)(13)
Common Stock 08/12/2014 C 2,291,307(5) A $0(1) 2,374,571 I See footnote(12)(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 A-1 Convertible Preferred Stock $0(1) 08/12/2014 C 128,567(6) (1) (1) Common Stock 75,626(6) $0(1) 0 I See footnote(12)(13)
Series A-2 Convertible Preferred Stock $0(1) 08/12/2014 C 774,527(7) (1) (1) Common Stock 455,603(7) $0(1) 0 I See footnote(12)(13)
Series B Convertible Preferred Stock $0(1) 08/12/2014 C 1,053,201(8) (1) (1) Common Stock 619,528(8) $0(1) 0 I See footnote(12)(13)
Series C Convertible Preferred Stock $0(1) 08/12/2014 C 819,493(9) (1) (1) Common Stock 482,053(9) $0(1) 0 I See footnote(12)(13)
Series D Convertible Preferred Stock $0(1) 08/12/2014 C 629,852(10) (1) (1) Common Stock 370,499(10) $0(1) 0 I See footnote(12)(13)
Series E Convertible Preferred Stock $0(1) 08/12/2014 C 631,133(11) (1) (1) Common Stock 371,253(11) $0(1) 0 I See footnote(12)(13)
1. Name and Address of Reporting Person*
Polaris Venture Partners V, L.P.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Partners Special Founders' Fund V, L.P.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Partners Founders' Fund V, L.P.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Partners Entrepreneurs' Fund V, L.P.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polaris Venture Management Co. V, L.L.C.

(Last) (First) (Middle)
1000 WINTER STREET
SUITE 3350

(Street)
WALTHAM MA 02451

(City) (State) (Zip)
Explanation of Responses:
1. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock upon the closing of the Issuer's initial public offering.
2. Represents shares held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
3. Represents shares held of record by Polaris Venture Partners Founders' Fund V, L.P.
4. Represents shares held of record by Polaris Venture Partners Special Founders' Fund V, L.P.
5. Represents shares held of record by Polaris Venture Partners V, L.P.
6. Includes 124,059 shares of preferred stock convertible into 72,975 shares of common stock held of record by Polaris Venture Partners V, L.P., 1,240 shares of preferred stock convertible into 729 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 850 shares of preferred stock convertible into 500 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 2,418 shares of preferred stock convertible into 1,422 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
7. Includes 747,368 shares of preferred stock convertible into 439,628 shares of common stock held of record by Polaris Venture Partners V, L.P., 7,474 shares of preferred stock convertible into 4,396 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 5,119 shares of preferred stock convertible into 3,011 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 14,566 shares of preferred stock convertible into 8,568 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
8. Includes 1,016,270 shares of preferred stock convertible into 597,805 shares of common stock held of record by Polaris Venture Partners V, L.P., 10,163 shares of preferred stock convertible into 5,978 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 6,961 shares of preferred stock convertible into 4,094 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 19,807 shares of preferred stock convertible into 11,651 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
9. Includes 790,757 shares of preferred stock convertible into 465,151 shares of common stock held of record by Polaris Venture Partners V, L.P., 7,907 shares of preferred stock convertible into 4,651 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 5,417 shares of preferred stock convertible into 3,186 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 15,412 shares of preferred stock convertible into 9,065 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
10. Includes 607,766 shares of preferred stock convertible into 357,509 shares of common stock held of record by Polaris Venture Partners V, L.P., 6,078 shares of preferred stock convertible into 3,575 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 4,163 shares of preferred stock convertible into 2,448 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 11,845 shares of preferred stock convertible into 6,967 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
11. Includes 609,766 shares of preferred stock convertible into 358,236 shares of common stock held of record by Polaris Venture Partners V, L.P., 6,090 shares of preferred stock convertible into 3,582 shares of common stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 4,172 shares of preferred stock convertible into 2,454 shares of common stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 11,869 shares of preferred stock convertible into 6,981 shares of common stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P.
12. Each of Polaris Venture Partners V, L.P., Polaris Venture Partners Special Founder's Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P. and Polaris Venture Partners Entrepreneurs' Fund V, L.P. (collectively, the "Funds") has the sole voting and investment power with respect to the shares directly held by it. The general partner of each of the Funds is Polaris Venture Management Co. V, LLC, or Polaris Management. Polaris Management may be deemed to have sole voting and investment power with respect to the shares held by the Funds and disclaims beneficial ownership of all the shares held by the Funds except to the extent of its proportionate pecuniary interest therein.
13. The members of North Star Venture Management 2000, LLC, Terrence McGuire and Jonathan Flint, collectively the Management Members, are also members of Polaris Management, and as members of the general partner, they may be deemed to share voting and investment power over the shares held by the Funds. The Management Members disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein.
POLARIS VENTURE PARTNERS V, L.P. By: /s/ John J. Gannon, Attorney-in-fact 08/14/2014
POLARIS VENTURE PARTNERS SPECIAL FOUNDERS' FUND V, L.P. By: /s/ John J. Gannon, Attorney-in-fact 08/14/2014
POLARIS VENTURE PARTNERS FOUNDERS' FUND V, L.P. By: /s/ John J. Gannon, Attorney-in-fact 08/14/2014
POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND V, L.P. By: /s/ John J. Gannon, Attorney-in-fact 08/14/2014
POLARIS VENTURE MANAGEMENT CO. V, LLC By: /s/ John J. Gannon, Attorney-in-fact 08/14/2014
** 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 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.