SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock
as of August 23, 2005, by (i) each person or entity who is known by us to own beneficially more than 5% of the outstanding shares of common stock, (ii) each of our directors, (iii) each of the executive officers named in the Summary Compensation
Table, and (iv) all of our directors and executive officers as a group.
Name And Address of Beneficial Owner
(1)
Amount And Nature of
Beneficial Ownership
(2)
Approximate
Percent Owned
(2)
DIRECTORS AND NAMED EXECUTIVE OFFICERS
Vicente Anido, Jr., Ph.D. (3)
583,629
2.2
%
Rolf Classon (4)
10,834
*
Marvin J. Garrett (5)
140,464
*
Lisa R. Grillone, Ph.D. (6)
138,655
*
Peter Barton Hutt (7)
46,917
*
Kathleen D. LaPorte (8)
6,057,572
22.8
%
Benjamin F. McGraw III, Pharm.D. (9)
54,250
*
Dean J. Mitchell (10)
10,834
*
Thomas A. Mitro (11)
154,582
*
Liza Page Nelson (12)
3,334,847
12.6
%
Wayne I. Roe (13)
57,213
*
Lauren P. Silvernail (14)
128,680
*
Richard C. Williams (15)
73,417
*
All executive officers and directors as a group (15 persons) (16)
10,937,525
38.2
%
5% STOCKHOLDERS
Investor AB (17)
3,286,430
12.6
%
Credit Suisse First Boston (18)
6,009,155
22.6
%
Sanderling Investment Entities (19)
1,578,070
6.0
%
Jeffrey Casdin and Cooper Hill Investment Entities (20)
1,331,630
5.1
%
Elizabeth R. Foster, Michael P. Walsh and Kilkenny Capital Management, L.L.C. (21)
1,479,214
5.7
%
Arnold H. Snider and Deerfield Investment Entities (22)
1,525,000
5.9
%
*
Less than 1%
(1)
Unless otherwise indicated, the business address of each stockholder is c/o ISTA Pharmaceuticals, Inc., 15295 Alton Parkway, Irvine, California 92618.
(2)
This table is based upon information supplied by officers, directors, principal stockholders, and Schedules 13D and 13G filed with the SEC. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Commission. Applicable percentage ownership is based on 25,858,512 shares of common stock outstanding as of August 23, 2005. Shares of common stock subject to options and
warrants currently exercisable, or exercisable within 60 days of the August 23, 2005, are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the
ownership percentage of any other person. Except as otherwise noted, we believe that each of the stockholders named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them,
subject to applicable community property laws.
(3)
Includes 570,329 shares subject to options exercisable within 60 days after August 23, 2005.
(4)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
(5)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
(6)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
(7)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
3
(8)
Consists of 5,702,787 shares (including 653,978 shares issuable upon exercise of warrants) of Sprout Capital IX, L.P. (“Spout IX”), 22,678 shares
(including 2,577 shares issuable upon exercise of warrants) of Sprout Entrepreneurs’ Fund, L.P. (“SEF”) and 283,690 shares (including 32,919 shares issuable upon exercise of warrants) of Sprout IX Plan Investors, L.P.
(“SIPI”). Ms. LaPorte is a Managing Director of New Leaf Venture Partners, LLC, which has entered into a management agreement with DLJ Capital Corporation whereby New Leaf Venture Partners, LLC will act as a sub-manager to DLJ Capital
Corporation with respect to the shares held by Sprout Group. Ms. LaPorte is designated to our Board of Directors by Sprout Group pursuant to its contractual right. Ms. LaPorte disclaims beneficial ownership except the extent of her pecuniary
interest therein. See also footnote 18 below. Ms. LaPorte’s beneficial ownership also includes 46,917 shares subject to options exercisable within 60 days after August 23, 2005. Ms. LaPorte’s business address is c/o New Leaf Venture
Partners, LLC, 3000 Sand Hill Road, 3-170, Menlo Park, CA 94025.
(9)
Includes 52,750 shares subject to options exercisable within 60 days after August 23, 2005.
(10)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
(11)
Consists of shares subject to options exercisable within 60 days after August 23, 2005.
(12)
Includes 2,300,500 shares (including 372,105 shares issuable upon exercise of warrants) of Investor Growth Capital Limited and 985,930 shares (including 159,474
shares issuable upon exercise of warrants) of Investor Group L.P. Ms. Nelson is a Managing Director and Co-Head of Healthcare investing activities for Investor Growth Capital, Inc., an affiliate of Investor Growth Capital Limited and of Investor
Group, L.P. Ms. Nelson disclaims beneficial ownership except to the extent of her pecuniary interest therein. Ms. Nelson’s beneficial ownership also includes 46,917 shares subject to options exercisable within 60 days after August 23, 2005. Ms.
Nelson’s business address is c/o Investor Growth Capital, Inc., 630 Fifth Avenue, Suite 1965, New York, New York 10111.
(13)
Includes 55,713 shares subject to options exercisable within 60 days after August 23, 2005.
(14)
Includes 121,559 shares subject to options exercisable within 60 days after August 23, 2005.
(15)
Includes 46,917 shares subject to options exercisable within 60 days after August 23, 2005.
(16)
Includes 2,809,270 shares subject to options and warrants exercisable within 60 days after August 23, 2005.
(17)
Investor AB may be deemed the “beneficial owner” of 3,286,430 shares, consisting of 2,300,500 shares (including 372,105 shares issuable upon exercise of
warrants) held by Investor Growth Capital Limited and 985,930 shares (including 159,474 shares issuable upon exercise of warrants) held by Investor Group, L.P. Investor Growth Capital Limited is a Guernsey company, with its principal place of
business at National Westminster House, Le Truchot, St. Peter Port, Guernsey, Channel Islands GYI, 4PW. Investor Growth Capital Limited is ultimately a wholly owned subsidiary of Investor AB, a publicly held Swedish company with its principal place
of business at Arsenalsgatan 8c, S-103 32, Stockholm, Sweden.
(18)
Credit Suisse First Boston (the “Bank”) may be deemed the “beneficial owner” of 6,009,155 shares, consisting of 5,702,787 shares
(including 653,978 shares issuable upon exercise of warrants) of Sprout Capital IX, L.P. (“Spout IX”), 22,678 shares (including 2,577 shares issuable upon exercise of warrants) of Sprout Entrepreneurs’ Fund, L.P. (“SEF”) and
283,690 shares (including 32,919 shares issuable upon exercise of warrants) of Sprout IX Plan Investors, L.P. (“SIPI”). The address of the Bank’s principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH 8070 Zurich,
Switzerland and the Bank’s principal business and office in the United States is 11 Madison Avenue, New York, New York 10010. The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse First Boston,
Inc. (“CSFBI”), a Delaware corporation. CSFBI owns all of the voting stock of Credit Suisse First Boston (USA), Inc., a Delaware corporation and holding company (“CSFB-USA”). Sprout IX, SEF and SIPI are Delaware limited
partnerships which make investments for long term appreciation. DLJ Capital Corporation (“DLJCC”), a wholly owned subsidiary of CSFB-USA, acts as a venture capital partnership management company. DLJCC is also the general partner of SEF
and the managing general partner of Sprout IX, and, as such, is responsible for their day-to-day management. DLJCC makes all of the investment decisions on behalf of Sprout IX and SEF. DLJ Associates IX, L.P. (“Associates IX”), a Delaware
limited partnership, is a general partner of Sprout IX and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc., a Delaware
corporation and wholly owned subsidiary of DLJCC, is a
4
managing partner of Associates IX. DLJ LBO Plans Management Corporation II (“DLJLBO”) is the general partner of SIPI and, as such, is responsible
for its day-to-day management. DLJLBO makes all of the investment decisions on behalf of SIPI. DLJLBO is a wholly owned subsidiary of Credit Suisse First Boston Private Equity, Inc. (“CSFBPE”), a Delaware corporation, which, in turn, is a
wholly owned subsidiary of CSFB-USA.
(19)
Consists of 966 shares owned by Sanderling IV Biomedical,1,595 shares owned by Sanderling IV Limited Partnership, 118,900 shares (including 17,664 shares issuable
upon exercise of warrants) owned by Sanderling V Beteiligungs GmbH & Co. KG, 495,973 shares (including 74,153 shares issuable upon exercise of warrants) owned by Sanderling V Biomedical Co-Investment Fund, 133,775 shares (including 20,001 shares
issuable upon exercise of warrants) owned by Sanderling V Limited Partnership, 3,604 shares owned by Sanderling Venture Partners IV, 4,098 shares owned by Sanderling Venture Partners IV LP, 776 shares owned by Sanderling Venture, 818,081 shares
(including 122,312 shares issuable upon exercise of warrants) owned by Sanderling Venture Partners V Co-Investment Fund and 302 shares owned by Sanderling IV Biomedical Limited LP. Sanderling Venture Partners is located at 2730 Sand Hill Road, Suite
200, Menlo Park, California 94024.
(20)
Consists of 334,320 shares beneficially owned by CLSP, L.P., 496,010 shares beneficially owned by CLSP II, L.P., 113,300 shares beneficially owned by CLSP/SBS I,
L.P., 43,500 shares beneficially owned by CLSP/SBS II, L.P., 344,500 shares beneficially owned by Cooper Hill Partners, L.P., 987,130 shares beneficially owned by Cooper Hill Partners, LLC, 1,331,630 shares beneficially owned by Casdin Capital, LLC,
and 1,331,630 shares beneficially owned by Jeffrey Casdin. CLSP, L.P., CLSP II, L.P., CLSP/SBS I, L.P., and CLSP/SBS II, L.P. are each private investment partnerships, the sole general partner of which is Cooper Hill Partners, LLC. As the sole
general partner of CLSP, L.P., CLSP II, L.P., CLSP/SBS I, L.P., and CLSP/SBS II, L.P., Cooper Hill Partners, LLC has the power to vote and dispose of the shares held by CLSP, L.P., CLSP II, L.P., CLSP/SBS I, L.P., and CLSP/SBS II, L.P. and,
accordingly, may be deemed the “beneficial owner” of such shares. The managing member of Cooper Hill Partners, LLC is Casdin Capital, L.L.C. of which Jeffrey Casdin is the sole member. Casdin Capital, L.L.C. is also the general of Cooper
Hill Partners, L.P. As a result, Jeffrey Casdin may be deemed the “beneficial owner” of the shares held by the foregoing entities. All of the foregoing entities have shared voting power and shares dispositive power with regard to the
shares listed. The business address of the foregoing entities is 767 Third Avenue, New York, New York 10017.
(21)
Based on a Schedule 13G filed with the SEC on February 14, 2005 by Michael P. Walsh and Elizabeth R. Foster, individually, and on behalf of Kilkenny Capital
Management, L.L.C. The number of shares consists of 1,479,214 shares beneficially owned by Kilkenny Capital Management, L.L.C., 1,479,214 shares beneficially owned by Michael P. Walsh and 1,479,214 shares beneficially owned by Elizabeth R. Foster.
Kilkenny Capital Management, L.L.C. is a registered investment advisor. Michael P. Walsh is the executive manager of Kilkenny Capital Management and Michael P. Walsh and Elizabeth R. Foster are the controlling members of Kilkenny Capital Management,
L.L.C. Kilkenny Capital Management, L.L.C., Michael P. Walsh and Elizabeth R. Foster constitute a group as defined in Rule 13d-5(b)(1) and have shared voting power and shared dispositive power over the 1,479,214 shares. The business address of the
foregoing is 311 South Wacker Drive, Suite 6350, Chicago, Illinois 60606.
(22)
Consists of 732,000 shares beneficially owned by Deerfield Capital, L.P. and Deerfield Partners, L.P., 793,000 shares beneficially owned by Deerfield Management
Company, L.P. and Deerfield International Limited. Arnold H. Snider, as president of each of the general partners of the record holder of the shares, has shared voting power over the 1,525,000 shares. Arnold H. Snider, Deerfield Capital, L.P.,
Deerfield Partners, L.P., Deerfield Management Company, L.P. and Deerfield International Limited constitute a group as defined in Rule 13d-5(b)(1). The business address of Arnold H. Snider, Deerfield Capital, L.P., Deerfield Partners, L.P. and
Deerfield Management Company, L.P. is 780 Third Avenue, 37
th
Floor, New York, New York 10017. The business address
of Deerfield International Limited is c/o Hemisphere Management (B.V.I.) Limited, Bison Court, Columbus Centre, P.O. Box 3460, Road Town, Tortola, British Virgin Islands.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, officers and beneficial owners of more than 10% of our common stock to file reports of ownership and reports of changes in the ownership with the Securities and Exchange Commission. Such persons are required by Securities and Exchange
Commission regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of the copies of such forms submitted to us during the year ended December 31, 2004, we believe that all Section 16(a) filing requirements applicable to our officers and directors were
complied with, except that Vicente Anido, Jr. filed late one Form 4, Marvin J. Garrett filed late one Form 4, Lisa R. Grillone filed late one Form 4, Kathleen McGinley filed late one Form 4, Kirk McMullin filed late one Form 4, Thomas A. Mitro filed
late one Form 4, Lauren P. Silvernail filed late one Form 4 and William S. Craig, a former officer, filed late one Form 4.
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