Sec Form 4 Filing - InterWest Management Partners IX, LLC @ Carbylan Therapeutics, Inc. - 2015-04-14

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
InterWest Management Partners IX, LLC
2. Issuer Name and Ticker or Trading Symbol
Carbylan Therapeutics, Inc. [ CBYL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INTERWEST PARTNERS, 2710 SAND HILL ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
04/14/2015
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/14/2015 C 831,531 A 831,531 I See Footnote ( 2 )
Common Stock 04/14/2015 C 2,145,351 A 2,976,882 I See Footnote ( 2 )
Common Stock 04/14/2015 C 466,357 A 3,443,239 I See Footnote ( 2 )
Common Stock 04/14/2015 C 365,957 A 3,809,196 I See Footnote ( 2 )
Common Stock 04/14/2015 P 810,000 A $ 5 4,619,196 I See Footnote ( 2 )
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)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) 04/14/2015 C 831,531 ( 1 ) ( 1 ) Common Stock 831,531 ( 1 ) 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 04/14/2015 C 2,145,351 ( 1 ) ( 1 ) Common Stock 2,145,351 ( 1 ) 0 I See Footnote ( 2 )
Convertible Promissory Note ( 3 ) 04/14/2015 C 466,357 ( 3 ) ( 3 ) Common Stock 466,357 ( 3 ) 0 I See Footnote ( 2 )
Convertible Promissory Note ( 4 ) 04/14/2015 C 365,957 ( 4 ) ( 4 ) Common Stock 365,957 ( 4 ) 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
InterWest Management Partners IX, LLC
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
InterWest Partners IX, LP
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
GIANOS PHILIP T
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
ORONSKY ARNOLD L
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Kliman Gilbert H
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Holmes W Stephen
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Kjellson Nina S
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
Pepper Douglas A
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
CLEVELAND BRUCE A
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
NASR KHALED
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SUITE 200
MENLO PARK, CA94025
X
04/14/2015
Signatures
By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC 04/14/2015
Signature of Reporting Person Date
By: /s/ W. Stephen Holmes, as managing director of InterWest Management Partners IX, LLC, the General Partner of InterWest Partners IX, L.P. 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Gilbert H. Kliman
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Nina Kjellson 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Douglas Pepper 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Bruce Cleveland 04/14/2015
Signature of Reporting Person Date
By: /s/ Karen A. Wilson, Attorney-in-Fact for Khaled Nasr 04/14/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock automatically converted into Common Stock on a one for one basis without payment or further consideration, and has no expiration date.
( 2 )The shares are held by InterWest Partners IX, L.P. ("IW9"). InterWest Management Partners IX, LLC ("IMP9"), the general partner of IW9, has sole voting and investment control over the shares held by IW9. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold Oronsky are the managing directors of IMP9. Bruce A. Cleveland, Nina Kjellson, Khaled A. Nasr and Douglas A. Pepper are the venture members of IMP9. Each of the managing directors and venture members share voting and investment control with respect to the share held by IW9 and disclaims beneficial ownership of the shares reported herein, except to the extent of his respective pecuniary interest therein.
( 3 )The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 184 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
( 4 )The Convertible Promissory Note is convertible into the number of shares of the Issuer's Common Stock equal to the quotient obtained by dividing the entire principal amount and 41 days of accrued interest on the Convertible Promissory Note by 80% of the initial public offering price of $5.00 per share of the Issuer's Common Stock, automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

Remarks:
Exhibit ListExhibit 99 - Form 4 Joint Filer Information

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