| 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) 08/06/2014 |
3. Issuer Name and Ticker or Trading Symbol
T2 Biosystems, Inc. [ TTOO ] |
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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-1 Convertible Preferred Stock | (1) | (1) | Common Stock | 75,626(2) | 0.00 | I | See footnotes(7)(8) |
| Series A-2 Convertible Preferred Stock | (1) | (1) | Common Stock | 455,603(3) | 0.00 | I | See footnotes(7)(8) |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 619,528(4) | 0.00 | I | See footnotes(7)(8) |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 482,053(4) | 0.00 | I | See footnotes(7)(8) |
| Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 370,499(5) | 0.00 | I | See footnotes(7)(8) |
| Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 371,253(6) | 0.00 | I | See footnotes(7)(8) |
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 preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. |
| 2. Includes 72,975 shares underlying the preferred stock held of record by Polaris Venture Partners V, L.P., 729 shares underlying the preferred stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 500 shares underlying the preferred stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 1,422 shares underlying preferred stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| 3. Includes 439,628 shares underlying the preferred stock held of record by Polaris Venture Partners V, L.P., 4,396 shares underlying the preferred stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 3,011 shares underlying the preferred stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 8,568 shares underlying preferred stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| 4. Includes 597,805 shares underlying the preferred stock held of record by Polaris Venture Partners V, L.P., 5,978 shares underlying the preferred stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 4,094 shares underlying the preferred stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 11,651 shares underlying preferred stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| 5. Includes 465,151 shares underlying the preferred stock held of record by Polaris Venture Partners V, L.P., 4,651 shares underlying the preferred stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 3,186 shares underlying the preferred stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 9,065 shares underlying preferred stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| 6. Includes 357,509 shares underlying the preferred stock held of record by Polaris Venture Partners V, L.P., 3,575 shares underlying the preferred stock held of record by Polaris Venture Partners Special Founder's Fund V, L.P., 2,448 shares underlying the preferred stock held of record by Polaris Venture Partners Founders' Fund V, L.P. and 6,967 shares underlying preferred stock held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. |
| 7. 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. |
| 8. 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. Alan Crane, one of our directors, is a partner of Polaris Management. Mr. Crane disclaims beneficial ownership of all the shares held by the Funds except to the extent of his proportionate pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Alan Crane | 08/06/2014 | |
| POLARIS VENTURE PARTNERS V, L.P. By: /s/ John J. Gannon Attorney-in-fact | 08/06/2014 | |
| POLARIS VENTURE PARTNERS SPECIAL FOUNDERS' FUND V, L.P. By: /s/ John J. Gannon Attorney-in-fact | 08/06/2014 | |
| POLARIS VENTURE PARTNERS FOUNDERS' FUND V, L.P. By: /s/ John J. Gannon Attorney-in-fact | 08/06/2014 | |
| POLARIS VENTURE PARTNERS ENTREPRENEURS' FUND V, L.P. By: /s/ John J. Gannon Attorney-in-fact | 08/06/2014 | |
| POLARIS VENTURE MANAGEMENT CO. V, LLC By: /s/ John J. Gannon Attorney-in-fact | 08/06/2014 | |
| ** 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. | ||
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) the Chief Financial Officer of T2 Biosystems, Inc., a Delaware corporation (the “Company”), who is currently Marc R. Jones, and (ii) the Company’s Comptroller, who is currently Christopher Martin, and their respective successors, signing singly, with full power of substitution, as the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5 and any amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of July, 2014.
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Signature: |
/s/ Alan Crane |
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Name: Alan Crane |
POLARIS VENTURE MANAGEMENT CO. L.L.C.
POLARIS VENTURE MANAGEMENT CO. II, L.L.C.
POLARIS VENTURE MANAGEMENT CO. III, L.L.C.
POLARIS VENTURE MANAGEMENT CO, IV, L.L.C.
POLARIS VENTURE MANAGEMENT CO. V, L.L.C.
POLARIS VENTURE MANAGEMENT CO. VI, L.L.C.
NORTH STAR VENTURE MANAGEMENT, INC.
NORTH STAR VENTURE MANAGEMENT 2000, L.L.C.
NORTH STAR VENTURE MANAGEMENT 2010, L.L.C.
NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C.
POWER OF ATTORNEY
Each of the undersigned, including (i) Polaris Venture Management Co. VI, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners VI, LP., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund VI, L.P., a Delaware limited partnership, (ii) Polaris Venture Management Co. V, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners V, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneur’s Fund V, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund V, L.P., a Delaware limited partnership, (iii) Polaris Venture Management IV, L.L.C., a Delaware limited liability company, in the normal course of its business and its capacity as the general partner of Polaris Venture Partners IV, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund IV, L.P., a Delaware limited partnership, (iv) Polaris Venture Management Co. III, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners III, L.P., a Delaware limited partnership, Polaris Venture Partners Entrepreneurs’ Fund III, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund III, L.P., a Delaware limited partnership, (v) Polaris Venture Management Co. II, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners II, L.P., a Delaware limited partnership, and Polaris Venture Partners Founders’ Fund II, L.P., a Delaware limited partnership, (vi) Polaris Venture Management Co., L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the general partner of Polaris Venture Partners, L.P., a Delaware limited partnership and Polaris Venture Partners Founders’ Fund, L.P., a Delaware limited partnership, (vii) North Star Venture Management 2000, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (viii) North Star Venture Management 2010, L.L.C., a Delaware limited liability company, in the normal course of its business and in its capacity as the sole member of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, (ix) North Star Venture Management, Inc., a Delaware close corporation, in the normal course of its business, and (x) Jonathan A. Flint and Terrance C. McGuire in their capacity as managers of North Star Venture Management Aviation, L.L.C., a Delaware limited liability company, hereby constitutes and approves John Gannon as its true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned any and all documents, agreements, filings, reports, consents, waivers or proxies, or amendments or modifications to any of the foregoing requested by the undersigned in connection with the conduct of the undersigned’s business;
(2) Do and perform any and all acts for an on behalf of the undersigned which may be necessary or desirable to complete and execute any and all such documents, agreements, filings, reports, consents, waivers, proxies or amendments or modifications thereto;
(3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as each such attorney-in-fact may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the right and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming any of the undersigned’s responsibilities under the laws of the United States or any state. This Power of Attorney shall remain in full force and effect from the date hereof until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.
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By: |
/s/ David Barrett |
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David Barrett, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C. |
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By: |
/s/ Michael Hirshland |
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Michael Hirshland, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C. |
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By: |
/s/ Amir Nashat |
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Amir Nashat, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C. |
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By: |
/s/ Bryce Youngren |
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Bryce Youngren, in his capacity as a Managing Member of Polaris Venture Management Co. VI, L.L.C.; and as a member of North Star Venture Management 2010, L.L.C. |
IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed effective as of June 15, 2011.
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POLARIS VENTURE MANAGEMENT CO., L.L.C. | |
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POLARIS VENTURE MANAGEMENT CO. II, L.L.C. | |
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POLARIS VENTURE MANAGEMENT CO. III, L.L.C. | |
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POLARIS VENTURE MANAGEMENT CO. IV, L.L.C. | |
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POLARIS VENTURE MANAGEMENT CO. V, L.L.C. | |
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POLARIS VENTURE MANAGEMENT CO. VI, L.L.C. | |
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NORTH STAR VENTURE MANAGEMENT, INC. | |
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NORTH STAR VENTURE MANAGEMENT 2000, L.L.C. | |
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NORTH STAR VENTURE MANAGEMENT 2010, L.L.C. | |
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NORTH STAR VENTURE MANAGEMENT AVIATION, L.L.C. | |
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By: |
/s/ Jonathan A. Flint |
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Jonathan A. Flint, in his capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C. |
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By: |
/s/ Terrance G. McGuire |
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Terrance G. McGuire, in his capacity as a Managing Member of Polaris Venture Management Co. L.L.C., Polaris Venture Management Co. II, L.L.C., Polaris Venture Management Co., III, L.L.C., Polaris Venture Management Co., IV, L.L.C., Polaris Venture Management Co. V, L.L.C.; and Polaris Venture Management Co. VI, L.L.C.; a shareholder, officer and director of North Star Venture Management, Inc.; a member of North Star Venture Management 2000, |
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L.L.C.; a member of North Star Venture Management 2010, L.L.C.; and as a manager of North Star Venture Management Aviation, L.L.C. |