SEC Filing | Agile Therapeutics

View:

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^*

Moorin Jay

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILE THERAPEUTICS INC [ AGRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/29/2014		C		164,417	A	⁽²⁾	167,140	I	See footnote⁽¹⁾
Common Stock	05/29/2014		C		1,950,200	A	⁽²⁾	2,117,340	I	See footnote⁽⁷⁾
Common Stock	05/29/2014		C		460,350	A	⁽²⁾	2,577,690	I	See footnote⁽⁸⁾
Common Stock	05/29/2014		C		158,174	A	$6	2,735,864	I	See footnote⁽⁹⁾
Common Stock	05/29/2014		P		1,120,833	A	$6	3,856,697	I	See footnote⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽²⁾	05/29/2014		C			117,441	⁽²⁾	⁽²⁾	Common Stock	164,417	$0	0	I	See footnote⁽¹⁾
Series B Preferred Stock	⁽²⁾	05/29/2014		C			1,393,000	⁽²⁾	⁽²⁾	Common Stock	1,950,200	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽²⁾	05/29/2014		C			328,821	⁽²⁾	⁽²⁾	Common Stock	460,350	$0	0	I	See footnote⁽⁴⁾
Warrants (right to buy)	$10	05/29/2014		J⁽¹¹⁾			141,825	12/30/2009	12/30/2019	Series A-1 Preferred Stock	141,825	$0	0	I	See footnote⁽¹⁾
Convertible Subordinated Notes	$6	05/29/2014		C			$942,540.84	⁽⁵⁾	⁽⁵⁾	Common Stock	158,174	$0	$0	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Moorin Jay

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHREIBER ALAIN

(Last)

(First)

(Middle)

C/O PROQUEST INVESTMENTS

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProQuest Investments III, L.P.

(Last)

(First)

(Middle)

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProQuest Associates III LLC

(Last)

(First)

(Middle)

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProQuest Investments IV, L.P.

(Last)

(First)

(Middle)

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ProQuest Associates IV LLC

(Last)

(First)

(Middle)

2430 VANDERBILT BEACH ROAD, #108 - 190

(Street)

NAPLES

34109

(City)

(State)

(Zip)

Explanation of Responses:

1. Owned by ProQuest Investments III, L.P.

2. This class of preferred stock (i) converted on a 1.4-for-1 basis automatically upon the closing of the Issuer's initial public offering and (ii) had no expiration date.

3. Of such shares, 1,400,000 are owned by ProQuest Investments III, L.P. and 550,200 are owned by ProQuest Investments IV, L.P.

4. Of such shares, 330,486 are owned by ProQuest Investments III, L.P. and 129,864 are owned by ProQuest Investments IV, L.P.

5. The notes converted automatically upon the Issuer's initial public offering. Absent conversion, the notes mature on the earier of (a) 10 days after written demand by a majority of the holders of the class of notes occuring after August 1, 2014, (b) consummation of a sale transaction as defined in the notes or (c) liquidation, dissolution or winding up of the Issuer.

6. Of such amount, $676,652.12 is owned by ProQuest Investments III, L.P. and $265,888.72 is owned by ProQuest Investmemts IV, L.P.

7. Of such shares, 1,567,140 are owned by ProQuest Investments III, L.P. and 550,200 are owned by ProQuest Investments IV, L.P.

8. Of such shares, 1,897,626 are owned by ProQuest Investments III, L.P. and 680,064 are owned by ProQuest Investments IV, L.P.

9. Of such shares, 2,011,179 are owned by ProQuest Investments III, L.P. and 724,685 are owned by ProQuest Investments IV, L.P.

10. Of such shares, 2,677,846 are owned by Proquest Investements III, L.P. and 1,178,851 are owned by ProQuest Investments IV, L.P.

11. Warrants expired unexercised for no value.

Remarks:

	/s/ Pasquale DeAngelis	06/02/2014
	** 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.