SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Tricida, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

89610F101

(CUSIP Number)

Sibling Capital Ventures LLC

PO Box 52038

Amarillo, TX 79159

Tel: (504) 715-8335

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 2, 2018

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

1,138,604 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

1,138,604 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,138,604 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.7% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Co-Investment LLC is a direct beneficial owner of 245,312 shares of Common Stock. Sibling Capital Fund II-A L.P. is a direct beneficial owner of 893,292 shares of Common Stock. As the sole manager of Sibling Co-Investment LLC and the sole general partner of Sibling Capital Fund II-A L.P., Sibling Capital Ventures LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES II 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

3,139,600 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

3,139,600 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,139,600 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-B L.P. is a direct beneficial owner of 3,139,600 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-B L.P., Sibling Capital Ventures II LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES III 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

1,810,195 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

1,810,195 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,810,195 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.3% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-C L.P. is a direct beneficial owner of 1,810,195 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-C L.P., Sibling Capital Ventures III LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL VENTURES IV 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

599,379 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

599,379 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

599,379(1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Capital Fund II-D L.P. is a direct beneficial owner of 599,379 shares of Common Stock. As the sole general partner of Sibling Capital Fund II-D L.P., Sibling Capital Ventures IV LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-A L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

893,292

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

893,292

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

893,292

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1% (1)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-B L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

3,139,600

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

3,139,600

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,139,600

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5% (1)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-C L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

1,810,195

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

1,810,195

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,810,195

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.3% (1)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CAPITAL FUND II-D L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

599,379

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

599,379

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

599,379

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.4% (1)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING CO-INVESTMENT LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

245,312

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

245,312

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

245,312

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.6% (1)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING INSIDERS II 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

463,158 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

463,158 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

463,158 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (2)

14  

TYPE OF REPORTING PERSON

 

OO

 

(1) Sibling Insiders Fund II L.P. is a direct beneficial owner of 463,158 shares of Common Stock. As the sole general partner of Sibling Insiders Fund II L.P., Sibling Insiders II LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SIBLING INSIDERS FUND II L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE, UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

463,158

     8   

SHARED VOTING POWER

 

-0-

     9   

SOLE DISPOSITIVE POWER

 

463,158

   10   

SHARED DISPOSITIVE POWER

 

-0-

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

463,158

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.1% (1)

14  

TYPE OF REPORTING PERSON

 

PN

 

(1) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

BRIAN M. ISERN

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

-0-

     8   

SHARED VOTING POWER

 

7,150,936 (1)

     9   

SOLE DISPOSITIVE POWER

 

-0-

   10   

SHARED DISPOSITIVE POWER

 

7,150,936 (1)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,150,936 (1)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.0% (2)

14  

TYPE OF REPORTING PERSON

 

IN

 

(1) As co-manager of Sibling Capital Ventures LLC, Sibling Capital Ventures II LLC, Sibling Capital Ventures III LLC, Sibling Capital Ventures IV LLC and Sibling Insiders II LLC, Brian M. Isern may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling Capital Fund II-A L.P., Sibling Capital Fund II-B L.P., Sibling Capital Fund II-C L.P., Sibling Capital Fund II-D L.P., Sibling Co-Investment LLC and Sibling Insiders Fund II L.P.
(2) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.


CUSIP No. 89610F101

 

  1     

NAME OF REPORTING PERSONS

 

SANDRA I. COUFAL, M.D.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☒

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF, PF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UNITED STATES

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7      

SOLE VOTING POWER

 

215,758 (1)

     8   

SHARED VOTING POWER

 

7,176,061 (2) (3)

     9   

SOLE DISPOSITIVE POWER

 

215,758 (1)

   10   

SHARED DISPOSITIVE POWER

 

7,176,061 (2) (3)

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,391,819 (1) (2) (3)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.6% (4)

14  

TYPE OF REPORTING PERSON

 

IN

 

(1) Includes 2,191 shares of Common Stock Sandra I. Coufal has a right to acquire pursuant to an option that is exercisable within 60 days of the date hereof.
(2) As co-manager of Sibling Capital Ventures LLC, Sibling Capital Ventures II LLC, Sibling Capital Ventures III LLC, Sibling Capital Ventures IV LLC and Sibling Insiders II LLC, Sandra. I Coufal may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling Capital Fund II-A L.P., Sibling Capital Fund II-B L.P., Sibling Capital Fund II-C L.P., Sibling Capital Fund II-D L.P., Sibling Co-Investment LLC and Sibling Insiders Fund II L.P.
(3) Includes 25,125 shares of Common Stock owned by the Coufal Irrevocable Trust, of which Sandra I. Coufal’s spouse is the trustee.
(4) Based on 42,098,118 shares, calculated as follows: (a) 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer, plus (b) 2,191 shares of Common Stock the Reporting Person has a right to acquire pursuant to an option within 60 days of the date hereof.


Item 1. SECURITY AND ISSUER

The name of the issuer is Tricida, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 7000 Shoreline Court, Suite 201, South San Francisco, CA 94080. This Schedule 13D relates to the Issuer’s Common Stock, par value $0.001 per share (the “Common Stock”).

 

Item 2. IDENTITY AND BACKGROUND

(a)

This Schedule 13D is being filed jointly by:

 

  (i) Sibling Capital Ventures LLC, a Delaware limited liability company (“SCV”)

 

  (ii) Sibling Capital Ventures II LLC, a Delaware limited liability company (“SCV II”)

 

  (iii) Sibling Capital Ventures III LLC, a Delaware limited liability company (“SCV III”)

 

  (iv) Sibling Capital Ventures IV LLC, a Delaware limited liability company (“SCV IV”)

 

  (v) Sibling Capital Fund II-A L.P., a Delaware limited partnership (“Sibling A”)

 

  (vi) Sibling Capital Fund II-B L.P., a Delaware limited partnership (“Sibling B”)

 

  (vii) Sibling Capital Fund II-C L.P., a Delaware limited partnership (“Sibling C”)

 

  (viii) Sibling Capital Fund II-D L.P., a Delaware limited partnership (“Sibling D”)

 

  (ix) Sibling Co-Investment LLC, a Delaware limited liability company (“Sibling Co-Investment”)

 

  (x) Sibling Insiders II LLC, a Delaware limited liability company (“Sibling Insiders LLC”)

 

  (xi) Sibling Insiders Fund II L.P., a Delaware limited partnership (“Sibling Insiders Fund”)

 

  (xii) Brian M. Isern, a United States citizen (“Mr. Isern”)

 

  (xiii) Sandra I. Coufal, M.D., a United States citizen (“Dr. Coufal”)

SCV, SCV II, SCV III, SCV IV, Sibling A, Sibling B, Sibling C, Sibling D, Sibling Co-Investment, Sibling Insiders LLC, Sibling Insiders Fund, Mr. Isern and Dr. Coufal are referred to herein collectively as the “Reporting Persons” and individually as a “Reporting Person.”

The Reporting Persons may be deemed part of a group within the meaning of Section 13(d) of the Act. Accordingly, such group may be deemed to collectively beneficially own 7,391,819 shares of Common Stock, representing approximately 17.6% of the Common Stock outstanding as of July 2, 2018. The filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are part of a group within the meaning of Section 13(d) of the Act.

(b)

The principal business address of each of SCV, SCV II, SCV III, SCV IV, Sibling A, Sibling B, Sibling C, Sibling D, Sibling Co-Investment, Sibling Insiders LLC, Sibling Insiders Fund and Mr. Isern is PO Box 52038, Amarillo, TX 79159. The principal business address of Dr. Coufal is 18313 Calle La Serra, Rancho Santa Fe, CA 92091.


(c)

 

  (i) The principal business of SCV is to serve as the sole general partner of Sibling A and the sole manager of Sibling Co-Investment.

 

  (ii) The principal business of SCV II is to serve as the sole general partner of Sibling B.

 

  (iii) The principal business of SCV III is to serve as the sole general partner of Sibling C.

 

  (iv) The principal business of SCV IV is to serve as the sole general partner of Sibling D.

 

  (v) The principal business of Sibling A is to invest in securities.

 

  (vi) The principal business of Sibling B is to invest in securities.

 

  (vii) The principal business of Sibling C is to invest in securities.

 

  (viii) The principal business of Sibling D is to invest in securities.

 

  (ix) The principal business of Sibling Co-Investment is to invest in securities.

 

  (x) The principal business of Sibling Insiders LLC is to serve as the sole general partner of Sibling Insiders Fund.

 

  (xi) The principal business of Sibling Insiders Fund is to invest in securities.

 

  (xii) The principal occupation of Mr. Isern is to serve as a co-manager of each of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC.

 

  (xiii) The principal occupation of Dr. Coufal is to serve as a biomedical consultant for Sandra I. Coufal, M.D., Inc., the principal address of which is 18313 Calle La Serra, Rancho Santa Fe, CA 92091. Dr. Coufal also serves as the co-manager of each of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC and a director of the Issuer.

(d)

None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). To the best of the Reporting Persons’ knowledge, none of their respective executive officers or directors, as applicable, have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best of the Reporting Persons’ knowledge, none of their respective executive officers or directors, as applicable, have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The information set forth in Item 2(a) of this Schedule 13D is incorporated herein by reference.


Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The Reporting Persons acquired certain ownership interests in the Issuer prior to the Issuer’s initial public offering in the following transactions:

 

  (i) On August 5, 2013, Dr. Coufal acquired 950,000 shares of Common Stock for an aggregate purchase price of $950.00. Dr. Coufal financed the purchased with her personal funds. On August 27, 2017, Dr. Coufal transferred 100,000 of such shares to the Coufal Irrevocable Trust.

 

  (ii) On August 9, 2013, in connection with a Note and Warrant Purchase Agreement entered into with the Issuer, Sibling Co-Investment acquired a warrant to purchase 95,936 shares of Series A Convertible Preferred Stock with a per share exercise price of $0.886. On June 16, 2018, Sibling Co-Investment exercised the warrant in full.

 

  (iii) On August 9, 2013, in connection with a Note and Warrant Purchase Agreement entered into with the Issuer, Sibling Co-Investment acquired 300,000 shares of Common Stock.

 

  (iv) On December 18, 2013, in connection with a Note and Warrant Purchase Agreement entered into with the Issuer, Sibling Co-Investment acquired 580,413 shares of Series A Convertible Preferred Stock.

 

  (v) On December 18, 2013, Sibling A acquired 3,555,304 shares of Series A Convertible Preferred Stock for an aggregate purchase price of $3,149,999.34. Sibling A financed the purchase with funds from its working capital.

 

  (vi) On February 13, 2015, Sibling B acquired 7,080,847 shares of Series B Convertible Preferred Stock for an aggregate purchase price of $6,585,187.71. Sibling B financed the purchase with funds from its working capital.

 

  (vii) On February 2, 2016, Sibling B acquired 5,414,765 shares of Series B Convertible Preferred Stock for an aggregate purchase price of $5,035,731.45. Sibling B financed the purchase with funds from its working capital.

 

  (viii) On August 4, 2016, Sibling C acquired 3,929,770 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $6,091,143.50. Sibling C financed the purchase with funds from its working capital.

 

  (ix) On April 25, 2017, Sibling C acquired 3,274,808 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $5,075,952.40. Sibling C financed the purchase with funds from its working capital.

 

  (x) On November 7, 2017, Sibling D acquired 2,385,532 shares of Series D Convertible Preferred Stock for an aggregate purchase price of $5,606,000.20. Sibling D financed the purchase with funds from its working capital.

On June 15, 2018, the Issuer effected a 1-for-3.98 reverse stock split of its outstanding Common Stock, including the shares held by the Reporting Persons as listed in paragraphs (i) and (iii) above.

Upon the completion of the Issuer’s initial public offering on July 2, 2018, all the Issuer’s outstanding shares of convertible preferred stock were converted into shares of Common Stock at a rate of 1/3.98 (or on an approximately 1-for-0.251256 basis).

Additionally, the Reporting Persons acquired certain ownership interests in the Issuer in connection with the Issuer’s initial public offering in the following transactions:


  (i) On July 2, 2018, Dr. Coufal acquired an option to purchase 13,147 shares of Common Stock as equity compensation for her services as a director of the Issuer. Subject to certain conditions, the option is scheduled to vest ratably on a monthly basis, on the monthly anniversary of June 27, 2018 (the “Option Date”), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date. Dr. Coufal has a right to acquire 2,191 shares of Common Stock pursuant to the option within 60 days of the date hereof.

 

  (ii) On July 2, 2018, Dr. Coufal acquired 3,632 restricted stock units (“RSUs”), as equity compensation for her services as a director of the Issuer. Each RSU represents a contingent right to receive one share of Common Stock. Subject to certain conditions, the RSUs are scheduled to vest on the earlier of (i) the one-year anniversary of June 27, 2018 (the “Grant Date”) and (ii) the Issuer’s next regularly scheduled annual meeting of the stockholders that occurs following the Grant Date. Dr. Coufal does not have a right to acquire any shares of Common Stock pursuant to the RSUs within sixty days of the date hereof.

 

  (iii) On July 2, 2018, Sibling Insiders Fund acquired 463,158 shares of Common Stock for an aggregate purchase price of $8,800,002.00. Sibling Insiders Fund financed the purchase with funds from its working capital.

 

Item 4. PURPOSE OF TRANSACTION

The securities covered by this Schedule 13D were acquired for investment purposes.

Dr. Coufal has served on the board of directors of the Issuer since July 2013. As a director of the Issuer, Dr. Coufal may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Except as set forth above, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however, as part of their ongoing evaluation of the investment described in this Schedule 13D and investment alternatives, the Reporting Persons may consider such matters in the future, and subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, the Reporting Persons may hold discussions with management or the board of directors of the Issuer, other holders of securities of the Issuer or other third parties regarding such matters. The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

(a) - (b)

The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons are as follows:


Sibling Capital Ventures LLC

  

Amount beneficially owned:

     1,138,604       (1) 

Percent of class:

     2.7 % (10) 

Number of shares as to which the person has:

  

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     1,138,604       (1) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     1,138,604       (1) 

Sibling Capital Ventures II LLC

  

Amount beneficially owned:

     3,139,600       (2) 

Percent of class:

     7.5 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     3,139,600       (2) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     3,139,600       (2) 

Sibling Capital Ventures III LLC

  

Amount beneficially owned:

     1,810,195       (3) 

Percent of class:

     4.3 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     1,810,195       (3) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     1,810,195       (3) 

Sibling Capital Ventures IV LLC

  

Amount beneficially owned:

     599,379       (4) 

Percent of class:

     1.4 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     599,379       (4) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     599,379       (4) 

Sibling Capital Fund II-A L.P.

  

Amount beneficially owned:

     893,292  

Percent of class:

     2.1 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     893,292  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     893,292  

Shared power to dispose or direct the disposition of:

     0  


Sibling Capital Fund II-B L.P.

  

Amount beneficially owned:

     3,139,600  

Percent of class:

     7.5 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     3,139,600  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     3,139,600  

Shared power to dispose or direct the disposition of:

     0  

Sibling Capital Fund II-C L.P.

  

Amount beneficially owned:

     1,810,195  

Percent of class:

     4.3 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     1,810,195  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     1,810,195  

Shared power to dispose or direct the disposition of:

     0  

Sibling Capital Fund II-D L.P.

  

Amount beneficially owned:

     599,379  

Percent of class:

     1.4 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     599,379  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     599,379  

Shared power to dispose or direct the disposition of:

     0  

Sibling Co-Investment LLC

  

Amount beneficially owned:

     245,312  

Percent of class:

     0.6 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     245,312  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     245,312  

Shared power to dispose or direct the disposition of:

     0  

Sibling Insiders II LLC

  

Amount beneficially owned:

     463,158       (5) 

Percent of class:

     1.1 % (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     463,158       (5) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     463,158       (5) 


Sibling Insiders Fund II L.P.

  

Amount beneficially owned:

     463,158  

Percent of class:

     1.1 %       (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     463,158  

Shared power to vote or direct the vote:

     0  

Sole power to dispose or direct the disposition of:

     463,158  

Shared power to dispose or direct the disposition of:

     0  

Brian M. Isern

  

Amount beneficially owned:

     7,150,936              (6) 

Percent of class:

     17.0 %       (10) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     0  

Shared power to vote or direct the vote:

     7,150,936              (6) 

Sole power to dispose or direct the disposition of:

     0  

Shared power to dispose or direct the disposition of:

     7,150,936              (6) 

Sandra I. Coufal, M.D.

  

Amount beneficially owned:

     7,391,819  (7) (8) (9) 

Percent of class:

     17.6 %      (11) 

Number of shares as to which the person has:

 

Sole power to vote or direct the vote:

     215,758              (9) 

Shared power to vote or direct the vote:

     7,176,061        (7) (8) 

Sole power to dispose or direct the disposition of:

     215,758              (9)

Shared power to dispose or direct the disposition of:

     7,176,061        (7) (8) 

 

  (1) Sibling Co-Investment is a direct beneficial owner of 245,312 shares of Common Stock. Sibling A is a direct beneficial owner of 893,292 shares of Common Stock. As the sole manager of Sibling Co-Investment and the sole general partner of Sibling A, SCV may be deemed to have shared voting and/or dispositive power with respect to such shares.
  (2) Sibling B is a direct beneficial owner of 3,139,600 shares of Common Stock. As the sole general partner of Sibling B, SCV II may be deemed to have shared voting and/or dispositive power with respect to such shares.
  (3) Sibling C is a direct beneficial owner of 1,810,195 shares of Common Stock. As the sole general partner of Sibling C, SCV III may be deemed to have shared voting and/or dispositive power with respect to such shares.
  (4) Sibling D is a direct beneficial owner of 599,379 shares of Common Stock. As the sole general partner of Sibling D, SCV IV may be deemed to have shared voting and/or dispositive power with respect to such shares.
  (5) Sibling Insiders Fund is a direct beneficial owner of 463,158 shares of Common Stock. As the sole general partner of Sibling Insiders Fund, Sibling Insiders LLC may be deemed to have shared voting and/or dispositive power with respect to such shares.
  (6) As co-manager of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC, Mr. Isern may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling A, Sibling B, Sibling C, Sibling D, Sibling Co-Investment and Sibling Insiders Fund.
  (7) As co-manager of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC, Dr. Coufal may be deemed to have shared voting and/or dispositive power with respect to shares held by Sibling A, Sibling B, Sibling C, Sibling D, Sibling Co-Investment and Sibling Insiders Fund.


  (8) Includes 25,125 shares of Common Stock owned by the Coufal Irrevocable Trust, of which Dr. Coufal’s spouse is the trustee.
  (9) Includes 2,191 shares of Common Stock Dr. Coufal has a right to acquire pursuant to an option within 60 days of the date hereof.
  (10) Based on 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”), and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer.
  (11) Based on 42,098,118 shares, calculated as follows: (a) 42,095,927 shares of Common Stock outstanding as of July 2, 2018, upon the closing of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on June 29, 2018 pursuant to Rule 424(b)(4) of the Securities Act, and after giving effect to the full exercise of the underwriters’ option to purchase additional shares, as announced by the Issuer, plus (b) 2,191 shares of Common Stock Dr. Coufal has a right to acquire pursuant to an option within 60 days of the date hereof.

(c)    

Annex A hereof sets forth the transactions by the Reporting Persons in the securities of the Issuer from the 60 days prior to the date of the event which requires the filing of this statement up through the date hereof. Except as otherwise disclosed in Annex A, none of the Reporting Persons, nor, to the best of the Reporting Persons’ knowledge, any of their respective executive officers or directors, as applicable, has acquired or disposed of, any securities of the Issuer from the 60 days prior to the date of the event which requires the filing of this statement up through the date hereof.

(d)    

Except as set forth herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Persons.

(e)    

Not applicable.

 

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Pursuant to Rule 13d-1(k) promulgated under the Act, the Reporting Persons entered into a Joint Filing Agreement (the “Joint Filing Agreement”) with respect to the joint filing of this Schedule 13D and any amendment or amendments hereto. The foregoing description of the Joint Filing Agreement does not purport to be complete and is qualified in its entirety by the contents of the Joint Filing Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

Sibling A, Sibling B, Sibling C, Sibling D, Sibling Co-Investment and Sibling Insiders Fund each entered into a lock-up agreement (the “Lock-Up Agreement”) with the underwriters of the Issuer’s initial public offering, agreeing, subject to certain customary exceptions, not to dispose of or hedge any shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from the date of such agreements continuing through the date 180 days after the date the Issuer filed its prospectus pursuant to Rule 424(b) with the Securities and Exchange Commission, except with the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Cowen and Company, LLC. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the contents of the form Lock-Up Agreement, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.


Pursuant to an amended and restated investor rights agreement with the Issuer (as amended, the “Investor Rights Agreement”), Sibling A, Sibling B, Sibling C, Sibling D and Sibling Co-Investment are entitled to certain rights with respect to the registration of the offer and sale of shares of Common Stock they hold. The registration rights include the right to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing, subject, in each case, to certain exceptions. If the offer and sale of these shares are registered, they will be freely tradable without restriction under the Securities Act. The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by the contents of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit C and is incorporated herein by reference.

As a director of the Issuer, Dr. Coufal participates in the equity incentive plans the Issuer may have from time to time, including the Issuer’s 2018 Equity Incentive Plan, a copy of which is attached hereto as Exhibit D and is incorporated herein by reference. Dr. Coufal has entered into award agreements under the Issuer’s 2018 Equity Incentive Plan (i) substantially in the form of the Issuer’s Director Restricted Stock Unit Award Agreement, a copy of which is attached hereto as Exhibit E and is incorporated herein by reference, and (ii) substantially in the form of the Issuer’s Director Stock Option Agreement, a copy of which is attached hereto as Exhibit F and is incorporated herein by reference.

Except as described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the persons named in Item 2 or, to the best of the Reporting Persons’ knowledge, between such persons and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

 

Item 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit A:    Joint Filing Agreement
Exhibit B:    Form Lock-Up Agreement
Exhibit C:    Investor Rights Agreement (incorporated herein by reference to Exhibits 4.1 and 4.2 to the Issuer’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on June 4, 2018)
Exhibit D:    Issuer’s 2018 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Issuer’s Amendment No. 2 to Form S-1, filed with the Securities and Exchange Commission on June 25, 2018)
Exhibit E:    Issuer’s Director Restricted Stock Unit Award Agreement (incorporated herein by reference to Exhibit 10.4 to the Issuer’s Amendment No. 2 to Form S-1, filed with the Securities and Exchange Commission on June 25, 2018)
Exhibit F:    Issuer’s Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.5 to the Issuer’s Amendment No. 2 to Form S-1, filed with the Securities and Exchange Commission on June 25, 2018)


SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 11, 2018

 

SIBLING CAPITAL VENTURES LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES II LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES III LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES IV LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President

/s/ Brian M. Isern

Brian M. Isern, in his individual capacity

/s/ Sandra I. Coufal

Sandra I. Coufal, M.D., in her individual capacity


SIBLING CAPITAL FUND II-A L.P.
By:   Sibling Capital Ventures LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-B L.P.
By: Sibling Capital Ventures II LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-C L.P.
By: Sibling Capital Ventures III LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-D L.P.
By: Sibling Capital Ventures IV LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CO-INVESTMENT LLC
By: Sibling Capital Ventures LLC, its sole manager
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President


SIBLING INSIDERS II LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING INSIDERS FUND II L.P.
By: Sibling Insiders II LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President


Annex A

Schedule of Transactions

 

Reporting Person

   Date of
Transaction
  

Security

   Amount of
Securities
Bought
(Sold)
     Unit
Cost
    Where and
How Effected

Sibling Co-Investment

   06/16/2018    Series A Preferred Stock      95,936      $ 0.886         (1)

Sibling A

   06/27/2018    Common Stock      893,292        (2)         (2)

Sibling B

   06/27/2018    Common Stock      3,139,600        (3)         (3)

Sibling C

   06/27/2018    Common Stock      1,810,195        (4)         (4)

Sibling D

   06/27/2018    Common Stock      599,379        (5)         (5)

Sibling Co-Investment

   06/27/2018    Common Stock      169,936        (6)         (6)

Sibling Insiders Fund

   07/02/2018    Common Stock      463,158      $ 19.00         (7)

Dr. Coufal

   07/02/2018    Common Stock      3,632        (8)         (8)

Dr. Coufal

   07/02/2018    Common Stock      13,147        (9)         (9)

 

(1) Sibling Co-Investment exercised a warrant to purchase 95,936 shares of Series A Convertible Preferred Stock of the Issuer at an exercise price of $0.886 per share.
(2) Sibling A converted 3,555,304 shares of Series A Convertible Preferred Stock of the Issuer into 893,292 shares of Common Stock.
(3) Sibling B converted 12,495,612 shares of Series B Convertible Preferred Stock of the Issuer into 3,139,600 shares of Common Stock.
(4) Sibling C converted 7,204,578 shares of Series C Convertible Preferred Stock of the Issuer into 1,810,195 shares of Common Stock.
(5) Sibling D converted 2,385,532 shares of Series D Convertible Preferred Stock of the Issuer into 599,379 shares of Common Stock.
(6) Sibling Co-Investment converted 676,349 shares of Series A Convertible Preferred Stock of the Issuer into 169,936 shares of Common Stock.
(7) Sibling Insiders Fund acquired 463,158 shares of Common Stock for an aggregate purchase price of $8,800,002.00.
(8) Dr. Coufal acquired 3,632 RSUs as equity compensation for her services as a director of the Issuer. Each RSU represents a contingent right to receive one share of Common Stock. Subject to certain conditions, the RSUs are scheduled to vest on the earlier of (i) the one-year anniversary of the Grant Date and (ii) the Issuer’s next regularly scheduled annual meeting of the stockholders that occurs following the Grant Date.
(9) Dr. Coufal acquired an option to purchase 13,147 shares of Common Stock as equity compensation for her services as a director of the Issuer. Subject to certain conditions, the option is scheduled to vest ratably on a monthly basis, on the monthly anniversary of the Option Date, over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date.
EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: July 11, 2018

 

SIBLING CAPITAL VENTURES LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES II LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES III LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL VENTURES IV LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President

/s/ Brian M. Isern

Brian M. Isern, in his individual capacity

/s/ Sandra I. Coufal

Sandra I. Coufal, M.D., in her individual capacity


SIBLING CAPITAL FUND II-A L.P.
By:   Sibling Capital Ventures LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-B L.P.
By: Sibling Capital Ventures II LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-C L.P.
By: Sibling Capital Ventures III LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CAPITAL FUND II-D L.P.
By: Sibling Capital Ventures IV LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING CO-INVESTMENT LLC
By: Sibling Capital Ventures LLC, its sole manager
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President


SIBLING INSIDERS II LLC
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
SIBLING INSIDERS FUND II L.P.
By: Sibling Insiders II LLC, its general partner
By:  

/s/ Brian M. Isern

  Brian M. Isern
  President
EX-99.B

EXHIBIT B

FORM LOCK-UP AGREEMENT

Tricida, Inc.

Lock-Up Agreement

[•], 2018

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Cowen and Company, LLC

As representatives of the several Underwriters

named in Schedule I to the Underwriting Agreement,

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

Re: Tricida, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with Tricida, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering” of shares of the common stock (the “Common Stock”) of the Company (the “Shares”) pursuant to a Registration Statement (the “Registration Statement”) on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”).


In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement (the “Lock-Up Agreement”) and continuing to and including the date 180 days after the date (the “Public Offering Date”) of the final prospectus (the “Prospectus”) covering the Public Offering (the “Lock-Up Period”), the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of (“Transfer”) any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (the “Lock-Up Securities”), whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Shares”), and will not make any public announcement during the Lock-Up Period of the undersigned’s intention to enter into any such transaction other than as provided herein. The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer- directed Shares the undersigned may purchase in the Public Offering. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, except as otherwise set forth herein, it will not, during the Lock-Up Period, make any demand for or exercise any right with respect to, the registration of any Shares or any security convertible into or exercisable or exchangeable for Shares. Notwithstanding the foregoing or any other agreement or waiver to which the undersigned is a party, the undersigned may make a demand under any registration rights agreement with the Company described in the Prospectus for, and exercise its registration rights under any such registration rights agreement with respect to, the registration after the expiration of the Lock-Up Period of the Undersigned’s Shares that does not require the filing of a registration statement or any public announcement or activity regarding the registration by the undersigned, the Company or any third party during the Lock-Up Period (and no such public announcement or activity shall be voluntarily made or taken during the Lock-Up Period).

Notwithstanding the foregoing, the undersigned may:

(a) Transfer the Undersigned’s Shares or make an SEC filing related to any such Transfer (except as provided below):

(i) as a bona fide gift or gifts, including without limitation to a charitable organization or educational institution, or for bona fide estate planning purposes;

(ii) to any member of the undersigned’s immediate family or to any trust or other legal entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust, provided that any such transfer shall not involve a disposition for value;

(iii) by will, other testamentary document or the laws of intestate succession;

(iv) in connection with a sale of the Shares acquired in the Public Offering (other than any issuer-directed Shares purchased in the Public Offering by an officer or director of the Company) or in open market transactions on or after the Public Offering Date;

(v) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, member, partner, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 as promulgated by the SEC under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition by the undersigned to its managers, managing members, members, stockholders, partners or beneficiaries (or the estates thereof);


(vi) upon (a) surrender or forfeiture to the Company of shares of Common Stock of the Company in connection with the “net” or “cashless” exercise or settlement of stock options, other rights to purchase shares of Common Stock or other awards expiring during the Lock-Up Period (collectively, the “Expiring Awards”) or for the payment of tax withholdings or remittance payments due as a result of the vesting, settlement, or exercise of such Expiring Awards, in all such cases, pursuant to an equity incentive plan, stock purchase plan or other employee benefit plan described in the Registration Statement and the Prospectus, or (b) surrender or forfeiture to the Company of shares of Common Stock of the Company upon the conversion of a convertible security of the Company described in the Registration Statement and the Prospectus in order to cover withholding tax obligations in connection with such conversion, provided that the shares of Common Stock received pursuant to clause (a) and (b) above continue to be subject to the restrictions set forth in this Lock-Up Agreement;

(vii) to the Company in connection with any contractual arrangement in effect on the date of the Prospectus, which arrangement is described in the Registration Statement, that provides for the repurchase of the Undersigned’s Shares by the Company in connection with the termination of the undersigned’s service with the Company; provided that no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than any required Form 5 filing, which may be made) within 30 days after the date the undersigned ceases to provide services to the Company, and after such 30th day, if the undersigned is required to file a report under Section 16 of the Exchange Act reporting a reduction in beneficial ownership of shares of Common Stock during the Lock-Up Period, the undersigned shall clearly indicate in the footnotes thereto the nature and conditions of such transfer;

(viii) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under (i), (ii), (iii) or (v) above;

(ix) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the Undersigned’s Shares shall remain subject to the provisions of this Lock-Up Agreement;

(x) in connection with the automatic or voluntary conversion or reclassification of any convertible security that is described in the Registration Statement, the outstanding preferred stock or other classes of common stock of the Company into shares of Common Stock, in each case as described in the Registration Statement, provided that any such shares of Common Stock received upon such conversion or reclassification shall be subject to the terms of this Lock-Up Agreement;

(xi) by operation of law, including pursuant to orders of a court, a qualified domestic order or in connection with a divorce settlement, provided that any filing made pursuant to Section 16(a) of the Exchange Act, shall include a footnote noting the circumstances described in this clause; or


(xii) with the prior written consent of the Representatives on behalf of the Underwriters.

provided that (A) in the case of (i), (ii), (iii), (v), (viii) and (xi) above, it shall be a condition to the transfer or distribution that the donee, transferee or distributee, as the case may be, agrees in writing to be bound by the restrictions set forth herein, (b) in the case of (i), (ii), (iii), (v) and (viii) above (but in the case of (viii), solely with respect to the references contained therein to (i), (ii), (iii) and (v)), no filing under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than a required filing on Form 5, Schedule 13G (or Schedule 13G/A) or Schedule 13F), (C) in the case of (iv) and (vi) above, if the undersigned is required to file a report under Section 16 of the Exchange Act during the Lock-Up Period, the undersigned shall include a statement in any such report to the effect that such report relates to the circumstances described in (iv), (v) and (vi) above, (D) in the case of (i), (ii), (iii), (v), (viii) and (xi) above, it shall be a condition to the transfer or distribution that such transfer or distribution does not involve a disposition for value and (E) in the case of (vii) above, no filing under Section 16 of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be voluntarily made during the Lock-Up Period and, if the undersigned is required to file a report under Section 16 of the Exchange Act during the Lock-Up Period, the undersigned shall include a statement in such report to the effect that such transfer is to the Company in connection with the repurchase of shares of Common Stock, as the case may be.

(b) receive from the Company shares of Common Stock in connection with the exercise of options or other rights granted under a stock incentive plan or other equity award plan, which plan is described in the Registration Statement, provided that, in each case, any shares of Common Stock issued upon exercise of such options or other rights shall continue to be subject to the restrictions set forth herein until the expiration of the Lock-Up Period and no filing under Section 16 of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be voluntarily made during the Lock-Up Period; or

(c) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act after the date of this Lock-Up Agreement relating to the sale of the Undersigned’s Shares, provided that (i) the securities subject to such plan may not be sold or transferred until after the expiration of the Lock-Up Period and (ii) no public announcement or filing under the Exchange Act shall be required or shall be voluntarily made regarding the establishment of such plan during the Lock-Up Period, except for any filing required pursuant to Section 13 of the Exchange Act.

For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin. For purposes of this Lock-Up Agreement, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction) in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold a majority of the outstanding voting securities of the Company (or the surviving entity).


In the event that another holder of Shares who is a party to a lock-up agreement with the Underwriters with respect to the Public Offering (collectively, the “Restricted Parties”) is released from its obligations under such lock-up agreement, then the same percentage of the total number of outstanding Shares held by the undersigned as the percentage of the total number of outstanding Shares held by such Restricted Party that are the subject of such waiver shall be immediately and fully released on the same terms from the applicable prohibition(s) set forth herein. The provisions of this paragraph will not apply (1) if (x) the release or waiver is effected solely to permit a transfer not involving a disposition for value, and (y) the transferee agrees in writing to be bound by the same terms described in this Lock-Up Agreement to the extent and for the duration that such terms remain in effect at the time of transfer, (2) in the case of any primary and/or secondary underwritten public offering of Shares (an “Underwritten Sale”) provided that, if the undersigned has a contractual right to demand or require the registration of the undersigned’s shares or otherwise “piggyback” on a registration statement filed by the Company for the offer and sale of Common Stock, the undersigned is offered the opportunity to participate in such Underwritten Sale on a basis consistent with such contractual rights, or (3) unless and until the Representatives have first waived application of any prohibition on transfer with respect to Lock- Up Securities representing, in the aggregate, more than 1.0% of the Company’s total outstanding shares of Common Stock (determined as of the date of such waiver); provided that in the case of directors and executive officers, any release shall only be granted due to financial hardship as determined by the Representatives in their sole judgment. The Representatives shall promptly notify the Company, which shall then notify the Undersigned, of any such release described in this paragraph (provided that the failure to provide such notices shall not give rise to any claim or liability against the Company, the Representatives or the Underwriters).

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Shares except in compliance with the foregoing restrictions.

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock of the Company, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed or will agree in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding anything to the contrary contained herein, this Lock-Up Agreement shall automatically terminate and the undersigned shall automatically, and without any action on the part of any other party, be released from all obligations hereunder upon the earliest to occur, if any, of (i) the Representatives or the Company advising the other in writing prior to the execution of the Underwriting Agreement that it has determined not to proceed with the Public Offering, (ii) the Company files an application to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but is terminated (other than the provisions thereof which survive termination) prior to payment for and delivery of the Shares to be sold thereunder, or (iv) September 30, 2018, in the event that the Underwriting Agreement has not been executed by such date; provided, however, that, solely in the case of clause (iv), the Company may, by written notice to you prior to such date, extend such date for a period of up to three additional months.


In the event that any Representative withdraws from or declines to participate in the Public Offering, all references to the Representatives contained in this Lock-Up Agreement shall be deemed to refer to the remaining Representatives that continue to participate in the Public Offering (the “Remaining Representatives”), and, in such event, any written consent, waiver or notice given or delivered in connection with this Lock-Up Agreement by the Remaining Representatives shall be deemed to be sufficient and effective for all purposes under this Lock-Up Agreement.

The undersigned hereby consents to receipt of this Lock-Up Agreement in electronic form and understands and agrees that execution and delivery of this Lock-Up Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.


Very truly yours,

 

Name of Security Holder (Print exact name)
By:  

 

 

Signature

If not signing in an individual capacity:

 

Name of Authorized Signatory (Print)

 

Title of Authorized Signatory (Print)
(indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity)