Sec Form 4 Filing - NOHRA GUY P @ Carbylan Therapeutics, Inc. - 2015-04-14

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
NOHRA GUY P
2. Issuer Name and Ticker or Trading Symbol
Carbylan Therapeutics, Inc. [ CBYL]
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 ACP IV, L.P., ONE EMBARCADERO CENTER, SUITE 3700
3. Date of Earliest Transaction (MM/DD/YY)
04/14/2015
(Street)
SAN FRANCISCO, CA94111
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 04/14/2015 C 727,590 A 727,590 I See Footnote ( 2 )
Common Stock 04/14/2015 C 1,981,124 A 2,708,714 I See Footnote ( 2 )
Common Stock 04/14/2015 C 424,346 A 3,133,060 I See Footnote ( 2 )
Common Stock 04/14/2015 C 332,990 A 3,466,050 I See Footnote ( 2 )
Common Stock 04/14/2015 P 877,500 A $ 5 4,343,550 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 727,590 ( 1 ) ( 1 ) Common Stock 727,590 ( 1 ) 0 I See Footnote ( 2 )
Series B Convertible Preferred Stock ( 1 ) 04/14/2015 C 1,981,124 ( 1 ) ( 1 ) Common Stock 1,981,124 ( 1 ) 0 I See Footnote ( 2 )
Convertible Promissory Note ( 3 ) 04/14/2015 C 424,346 ( 3 ) ( 3 ) Common Stock 424,346 ( 3 ) 0 I See Footnote ( 2 )
Convertible Promissory Note ( 4 ) 04/14/2015 C 332,990 ( 4 ) ( 4 ) Common Stock 332,990 ( 4 ) 0 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NOHRA GUY P
C/O ACP IV, L.P.
ONE EMBARCADERO CENTER, SUITE 3700
SAN FRANCISCO, CA94111
X
Signatures
By: /s/ David J. Saul, Attorney-in-Fact 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 )These securities are held by ACP IV, L.P ("ACP IV"). Daniel S. Janney and Guy P. Nohra are directors of ACMP IV, LLC, the general partner of ACP IV and disclaim beneficial ownership of these securities except to the extent of any 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.

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