FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
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FMR LLC |
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2. Issuer Name and Ticker or Trading Symbol PROTEOSTASIS THERAPEUTICS, INC. [PTI]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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__X__ Other (specify below)
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See Remark 1
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245 SUMMER STREET |
3. Date of Earliest Transaction (Month/Day/Year) 02/17/2016 |
BOSTON, MA 02210 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 02/17/2016 |
| C |
| 925,051 | A | (1) | 1,318,932 (2) | I | F-Prime Capital Partners Healthcare Fund II LP |
Common Stock | 02/17/2016 |
| C |
| 183,880 | A | (1) | 1,502,812 | I | F-Prime Capital Partners Healthcare Fund II LP |
Common Stock | 02/17/2016 |
| P |
| 375,000 | A |
$8 | 1,877,812 | I | F-Prime Capital Partners Healthcare Fund II LP |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock | (1) | 02/17/2016 |
| C |
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| 10,000,000 |
(1) |
(1) | Common Stock | 925,051 | (1) |
0
| I | F-Prime Capital Partners Healthcare Fund II LP |
Series B Convertible Preferred Stock | (1) | 02/17/2016 |
| C |
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| 1,987,782 |
(1) |
(1) | Common Stock | 183,880 | (1) |
0
| I | F-Prime Capital Partners Healthcare Fund II LP |
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FMR LLC 245 SUMMER STREET BOSTON, MA 02210 |
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| See Remark 1 |
Signatures
Daniel T. Gallagher, Duly authorized under Powers of Attorney, by and on behalf of FMR LLC and its direct and indirect subsidiaries and Abigail P. Johnson | |
02/18/2016 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | On February 17, 2016, in connection with the completion of the issuer's initial public offering, all shares of Convertible Preferred Stock converted into shares of Common Stock at a 10.8102-for-one conversion ratio. |
(2) | Includes 393,881 shares of Common Stock issued as payment of accrued dividends upon conversion of the Series A Convertible Preferred Stock on February 17, 2016. |
Remarks: Remark 1: Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. The address of Abigail P. Johnson is c/o FMR LLC, 245 Summer Street, Boston, MA 02110. Remark 2: The general partner of F-Prime Capital Partners Healthcare Fund II LP is F-Prime Capital Partners Healthcare Advisors Fund II LP. F-Prime Capital Partners Healthcare Advisors Fund II LP is solely managed by Impresa Management LLC, its general partner and investment manager. Impresa Management LLC is owned, directly or indirectly, by various shareholders and employees of FMR LLC, including certain members of the Johnson family. Exhibit List: Exhibit 24 - Powers of Attorney. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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