Sec Form 4 Filing - Sofinnova Venture Partners VIII, L.P. @ Aclaris Therapeutics, Inc. - 2015-10-13

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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
Sofinnova Venture Partners VIII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Aclaris Therapeutics, Inc. [ ACRS]
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)
SOFINNOVA VENTURES, 3000, SAND HILL ROAD, 4-250
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2015
(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 10/13/2015 C 1,880,390 ( 1 ) A 1,880,390 D ( 3 )
Common Stock 10/13/2015 P 409,090 A $ 11 2,289,480 D ( 3 )
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 Preferred Stock ( 2 ) 10/13/2015 C 2,000,000 ( 2 ) ( 2 ) Common Stock 579,710 $ 0 0 D ( 3 )
Series B Preferred Stock ( 2 ) 10/13/2015 C 2,424,242 ( 2 ) ( 2 ) Common Stock 702,678 $ 0 0 D ( 3 )
Series C Preferred Stock ( 2 ) 10/13/2015 C 2,063,107 ( 2 ) ( 2 ) Common Stock 598,002 $ 0 0 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova Venture Partners VIII, L.P.
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Sofinnova Management VIII, L.L.C.
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
HEALY JAMES
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
AKKARAJU SRINIVAS
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
POWELL MICHAEL
SOFINNOVA VENTURES, 3000
SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 10/13/2015
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 10/13/2015
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for James Healy 10/13/2015
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju 10/13/2015
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 10/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total represents shares received upon conversion of shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.
( 2 )Effective upon the closing of the issuer's initial public offering of its common stock, each share of preferred stock automatically converted into 0.289855 shares of common stock. The preferred stock had no expiration date.
( 3 )The shares are held of record by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII") is the general partner of SVP VIII. The individual managing members of SVP VIII are Michael Powell, James Healy, Srinivas Akkaraju and Anand Mehra, and they may be deemed to share voting and dispositive power over the shares held by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares held by SVP VIII except to the extent of any pecuniary interest therein.

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