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
 
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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*
Nanodimension Management Ltd

(Last) (First) (Middle)
GOVERNOR'S SQUARE, UNIT 3-213-62
23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1302

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SELECTA BIOSCIENCES INC [ SELB ]
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)
06/27/2016
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)
Code V Amount (A) or (D) Price
Common Stock 06/27/2016 C 637,790 A $0 660,957 I See Footnote(1)(3)
Common Stock 06/27/2016 P 385,000 A $14 1,045,957 I See Footnote(1)(2)(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 (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
Series B Convertible Preferred Stock (4) 06/27/2016 C 315,729 (4) (4) Common Stock 315,729 $0 0 I See Footnote(1)(3)
Series C Convertible Preferred Stock (4) 06/27/2016 C 94,183 (4) (4) Common Stock 94,183 $0 0 I See Footnote(1)(3)
Series D Convertible Preferred Stock (4) 06/27/2016 C 83,596 (4) (4) Common Stock 83,596 $0 0 I See Footnote(1)(3)
Series E Convertible Preferred Stock (4) 06/27/2016 C 93,078 (5) (5) Common Stock 144,282 $0 0 I See Footnote(1)(3)
1. Name and Address of Reporting Person*
Nanodimension Management Ltd

(Last) (First) (Middle)
GOVERNOR'S SQUARE, UNIT 3-213-62
23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Nanodimension Limited Partnership

(Last) (First) (Middle)
GOVERNOR'S SQUARE, UNIT 3-213-62
23 LIME TREE BAY AVE

(Street)
GRAND CAYMAN E9 KY1-1302

(City) (State) (Zip)
Explanation of Responses:
1. Held by NanoDimension L.P. ("ND LP).
2. Consists of 660,957 shares held by ND LP, 350,000 shares held by NanoDimension L.P. II ("NDLP2") and 35,000 shares held by NanoDimension Management Limited ("ND GP").
3. ND GP serves as the general partner of ND LP and possesses the power to direct the voting and disposition of the shares owned by ND LP and may be deemed to have indirect beneficial ownership of the shares held by ND LP. NanoDimension II Mangement Limited ("NDGP2") serves as the general partner of NDLP2 and possesses the power to direct the voting and disposition of the shares owned by NDLP2 and may be deemed to have indirect beneficial ownership of the shares held by NDLP2. ND GP and NDGP2 disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. Jonathan Nicholson and Richard Coles are the members of the board of directors of ND GP and NDGP2 and share voting and dispositive power over the shares held by ND LP and NDLP2. Each reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of their respective pecuniary interest therein.
4. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock automatically converted into common stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering.
5. The Series E Convertible Preferred Stock is convertible at any time, at the holder's election and has no expiration date. The Series E Convertible Preferred Stock automatically converted into common stock on an approximately 1-for-1.550115 basis upon the closing of the Issuer's initial public offering.
NanoDimension Management Ltd. By: /s/ Jonathan Nicholson, Director 06/29/2016
NanoDimension L.P. By: NanoDimension Management Ltd., its general partner By: /s/ Jonathan Nicholson, Director 06/29/2016
** Signature of Reporting Person Date
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