SEC Filing – Iveric Bio

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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^*

Novo A/S

(Last)

(First)

(Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP

2900

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2013

3. Issuer Name and Ticker or Trading Symbol
Ophthotech Corp. [ OPHT ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	⁽¹⁾	⁽¹⁾	COMMON STOCK	14,374,443⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾	D
SERIES B PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	5,208,334⁽¹⁾⁽²⁾⁽⁴⁾	⁽¹⁾	D
SERIES C PREFERRED STOCK	⁽¹⁾	⁽¹⁾	COMMON STOCK	15,438,009⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾	D
SERIES A PREFERRED STOCK WARRANT (RIGHT TO BUY)	⁽⁶⁾⁽⁷⁾	06/18/2017	SERIES A PREFERRED STOCK	70,000⁽¹⁾⁽²⁾⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	D

Explanation of Responses:

1. Series A, B and C Preferred Stock (collectively, the "Preferred Stock") has no expiration date and is convertible into shares of the Issuer's Common Stock on a one-for-5.9000 basis upon the closing of the Issuer's initial public offering (the "IPO Closing").

2. Does not give effect to the one-for-5.9000 reverse stock split that will occur upon the IPO Closing.

3. Excludes 370,591 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion.

4. Excludes 112,752 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion.

5. Excludes 22,748 shares of Common Stock issuable upon conversion for dividends that accrued on each series of Preferred Stock prior to conversion.

6. Does not give effect to the one-for-5.9000 reverse stock split with respect to the shares underlying the warrant that will occur upon the IPO Closing and excludes shares of Common Stock issuable upon exercise for dividends that accrued prior to exercise.

7. The warrant was originally issued at an exercise price of $0.01 per share. Upon the IPO Closing, the warrant will become exercisable for shares of the Issuer's Common Stock at an exercise price of $0.059 per share, after giving effect to the one-for-5.9000 reverse stock split that will occur upon the IPO Closing and an adjustment to account for additional shares issuable as accrued stock dividends.

Remarks:

Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently is comprised of Sten Scheibye, Goran Ando, Jorgen Boe, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.

	/s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S	09/24/2013
	** 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).
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