FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/11/2021 |
3. Issuer Name and Ticker or Trading Symbol
Decibel Therapeutics, Inc. [ DBTX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Preferred Stock | (1) | (1) | Common Stock | 989,299(2) | (2) | D | |
Series C Preferred Stock | (1) | (1) | Common Stock | 1,108,015(2) | (2) | D |
Explanation of Responses: |
1. The Series B Preferred Stock and Series C Preferred Stock are convertible into shares of common stock of Decibel Therapeutics, Inc. ("Decibel") at any time pursuant to the terms of Decibel's Fourth Amended and Restated Certificate of Incorporation, as amended. The Series B Preferred Stock and the Series C Preferred Stock have no expiration date. |
2. The Series B Preferred Stock and the Series C Preferred Stock are convertible into shares of common stock of Decibel on an approximately one-for-0.079 basis, with any resulting fractional shares of common stock being rounded down to the nearest whole number. The reported number of shares of underlying common stock and the conversion ratio give effect to Decibel's one-for-5.3 reverse stock split, which became effective on February 5, 2021. |
/s/ Richard Gluckselig, Executive Director, Assistant General Counsel and Assistant Secretary | 02/11/2021 | |
** 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 5 (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. |