1. Names of Reporting Persons.
|
|
METP Holdings, LLC
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
AF
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
13,648
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
13,648
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
13,648
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
☒
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
0.1%
|
|
14. Type of Reporting Person
|
|
OO
|
1. Names of Reporting Persons.
|
|
Metuchen Therapeutics, LLC
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
AF
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
185,414
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
185,414
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
185,414
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
☒
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
1.9%
|
|
14. Type of Reporting Person
|
|
OO
|
1. Names of Reporting Persons.
|
|
JCP III SM AIV, L.P.
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
AF
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
Delaware
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
3,395,964
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
3,395,964
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,395,964
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
34.9%
|
|
14. Type of Reporting Person
|
|
PN
|
1. Names of Reporting Persons.
|
|
Juggernaut Partners III GP, L.P.
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
AF
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
Cayman Islands
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
3,395,964
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
3,395,964
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,395,964
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
34.9%
|
|
14. Type of Reporting Person
|
|
PN
|
1. Names of Reporting Persons.
|
|
Juggernaut Partners III GP, Ltd.
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
OO
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
Cayman Islands
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
3,395,964
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
3,395,964
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,395,964
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
34.9%
|
|
14. Type of Reporting Person
|
|
CO
|
1. Names of Reporting Persons.
|
|
John D. Shulman
|
|
2. Check the Appropriate Box if a Member of a Group
|
|
(a)
|
|
(b)
|
|
3. SEC Use Only
|
|
4. Source of Funds
|
|
AF
|
|
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
|
6. Citizenship or Place of Organization
|
|
United States
|
|
Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
|
7. Sole Voting Power
|
0
|
|
8. Shared Voting Power
|
|
3,395,964
|
|
9. Sole Dispositive Power
|
|
0
|
|
10. Shared Dispositive Power
|
|
3,395,964
|
|
11. Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
3,395,964
|
|
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
13. Percent of Class Represented by Amount in Row (11)
|
|
34.9%
|
|
14. Type of Reporting Person
|
|
IN
|
METP:
|
0.1%
|
MT:
|
1.9%
|
JCP III AIV:
|
34.9%
|
JCP III GP:
|
34.9%
|
JCP III GP Ltd:
|
34.9%
|
Mr. Shulman:
|
34.9%
|
Shared power to vote or to direct the vote:
|
|
METP:
|
0.1%
|
MT:
|
1.9%
|
JCP III AIV:
|
34.9%
|
JCP III GP:
|
34.9%
|
JCP III GP Ltd:
|
34.9%
|
Mr. Shulman:
|
34.9%
|
Exhibit
|
Description
|
John D. Shulman
|
||
|
|
|
|
/s/ John D. Shulman
|
|
|
|
|
Metuchen Therapeutics, LLC
|
||
|
|
|
|
By: |
/s/ John D. Shulman
|
|
|
its managing member |
METP Holdings, LLC
|
|
By: Juggernaut Partners III GP, L.P.,
|
|
its general partner
|
|
By: Juggernaut Partners III GP, Ltd.
|
|
its general partner
|
|
By: /s/ John D. Shulman
|
|
Name: John D. Shulman
Title: Director
|
|
JCP III SM AIV, L.P.
|
||
|
|
|
|
|
By:
|
Juggernaut Partners III GP, L.P.,
|
|
its general partner
|
|||
|
|
By: Juggernaut Partners III GP, Ltd.
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ John D. Shulman
|
|
|
Name:
|
John D. Shulman
|
|
|
Title:
|
Director
|
|
|
|
|
Juggernaut Partners III GP, L.P.
|
||
|
|
|
|
|
By:
|
Juggernaut Partners III GP, Ltd.
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ John D. Shulman
|
|
|
Name:
|
John D. Shulman
|
|
|
Title:
|
Director
|
|
|
|
|
Juggernaut Partners III GP, Ltd.
|
|
|
|
|
|
By:
|
/s/ John D. Shulman
|
|
Name:
|
John D. Shulman
|
|
Title:
|
Director
|