Sec Form 4 Filing - HENOS MICHAEL A @ GLYCOMIMETICS INC - 2014-12-15

Insider filing report for Changes in Beneficial Ownership
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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
HENOS MICHAEL A
2. Issuer Name and Ticker or Trading Symbol
GLYCOMIMETICS INC [ GLYC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GLYCOMIMETICS, INC., 401 PROFESSIONAL DRIVE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2014
(Street)
GAITHERSBURG, MD20879
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/15/2014 X 43,628 A $ 0.33 497,436 I By funds ( 1 )
Common Stock 12/15/2014 S( 2 ) 1,604 D $ 8.98 495,832 I By funds ( 1 ) ( 3 )
Common Stock 12/17/2014 S 5,121 D $ 8.97 ( 4 ) 490,711 I By funds ( 5 )
Common Stock 12,562 D
Common Stock 22,668 I By spouse
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
Warrant to Purchase Common Stock (right to buy) $ 0.33 12/15/2014 12/15/2014 X 5,133 12/09/2005 12/09/2015 Common Stock 5,133 $ 0 0 I By funds ( 1 ) ( 6 )
Warrant to Purchase Common Stock (right to buy) $ 0.33 12/15/2014 12/15/2014 X 38,493 07/03/2008 07/03/2018 Common Stock 38,493 $ 0 0 I By funds ( 1 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENOS MICHAEL A
C/O GLYCOMIMETICS, INC.
401 PROFESSIONAL DRIVE, SUITE 250
GAITHERSBURG, MD20879
X
Signatures
/s/ Brian F. Leaf, attorney-in-fact 12/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is a manager of ATV III Partners, LLC, the general partner of Alliance Technology Ventures III, L.P. ("ATV III") and ATV III Affiliates Fund, L.P. ("ATV Affiliates"), and shares voting and investment power with respect to the securities held by ATV III and ATV Affiliates, but disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein.
( 2 )On December 15, 2014, ATV III and ATV Affiliates exercised warrants to purchase a total of 43,628 shares of the issuer's common stock for $0.33 a share. ATV III and ATV Affiliates paid the exercise price on a cashless basis, resulting in the issuer's withholding of 1,604 of the warrant shares to pay the exercise price and issuing 41,620 shares to ATV III and 404 shares to ATV Affiliates. The issuer also paid cash to ATV III and ATV Affiliates in lieu of any fractional shares to be issued upon exercise of the warrants.
( 3 )The total after the cashless exercise of the warrants includes 490,711 shares held by ATV III and 5,121 shares held by ATV Affiliates.
( 4 )The common stock was sold by ATV Affiliates in a series of open market transactions on the transaction date with a volume weighted average sale price of $8.97. The range of sale prices for the transactions reported was $8.87 to $9.15 per share. The reporting person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 5 )All of the shares were sold by ATV Affiliates. After this transaction, all shares are held by ATV III.
( 6 )5,098 shares underlying warrants were held by ATV III and 35 shares underlying warrants are held by ATV Affiliates.
( 7 )38,109 shares underlying warrants were held by ATV III and 384 shares underlying warrants are held by ATV Affiliates.

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