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
Aclaris Therapeutics, Inc. [ ACRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2021 | ||||||||||||||||||||||||||
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 | 11/01/2021 | J(1) | 1,954,904 | D | $0.00 | 0 | I | See Footnote(2) | ||
Common Stock | 3,399,034 | I | See Footnote(3) | |||||||
Common Stock | 1,258,243 | I | See Footnote(4) | |||||||
Common Stock | 11/01/2021 | J(5) | V | 8,276 | A | $0.00 | 8,276 | I | See Footnote(6) |
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 |
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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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On November 1, 2021, Foresite Capital Fund III, L.P. ("Fund III") distributed, for no consideration, 1,954,904 shares of the Issuer's Common Stock (the "Fund III Shares") to its limited partners and to Foresite Capital Management III, LLC ("FCM III"), the general partner of Fund III, representing each such partner's pro rata interest in such Fund III Shares. On the same date, FCM III distributed, for no consideration, the Fund III Shares it received in the distribution by Fund III to its members, representing each such member's pro rata interest in such Fund III Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
2. The shares are owned directly by Fund III. FCM III is the general partner of Fund III, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum") is the sole managing member of FCM III and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
3. The shares are owned directly by Foresite Capital Fund IV, L.P. ("Fund IV"). Foresite Capital Management IV, LLC ("FCM IV") is the general partner of Fund IV and may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum is the sole managing member of FCM IV and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM IV and Mr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM IV or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
4. The shares are owned directly by Foresite Capital Fund V, L.P. ("Fund V"). Foresite Capital Management V, LLC ("FCM V") is the general partner of Fund V and may be deemed to have sole voting and dispositive power over these shares. Mr. Tananbaum is the sole managing member of FCM V and may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM V and Mr. Tananbaum disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM V or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. |
5. Represents shares received by the James B. Tananbaum and Dana Shonfeld Tananbaum Family Trust pursuant to pro rata distributions by Fund III and FCM III, for no consideration, of shares of the Issuer's Common Stock to their respective partners or members, as applicable. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and/or 16a-9 of the Securities Exchange Act of 1934, as amended. |
6. These shares are held of record by a family trust for which Mr. Tananbaum is a trustee. Each of the Reporting Persons disclaims the existence of a "group" and, other than Mr. Tananbaum, disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that any such person is the beneficial owner of such securities, except to the extent of such person's pecuniary interest therein, if any. |
Remarks: |
FORESITE CAPITAL MANAGEMENT III, LLC, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
FORESITE CAPITAL FUND III, L.P., By: Foresite Capital Management III, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
FORESITE CAPITAL MANAGEMENT IV, LLC, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
FORESITE CAPITAL FUND IV, L.P., By: Foresite Capital Management IV, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
FORESITE CAPITAL MANAGEMENT V, LLC, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
FORESITE CAPITAL FUND V, L.P., By: Foresite Capital Management V, LLC, Its: General Partner, By: /s/ James B. Tananbaum, Managing Member | 11/03/2021 | |
James B. Tananbaum /s/ James B. Tananbaum | 11/03/2021 | |
** 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. |