SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HENOS MICHAEL A

(Last) (First) (Middle)
C/O GLYCOMIMETICS, INC.
401 PROFESSIONAL DRIVE, SUITE 250

(Street)
GAITHERSBURG MD 20879

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 $0.00 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 $0.00 0 I By funds(1)(7)
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.
Remarks:
/s/ Brian F. Leaf, attorney-in-fact 12/17/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.