Eledon Pharmaceuticals, Inc. — Director's Dealing 2014

Sep 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tokai Pharmaceuticals Inc (TKAI)
CIK: 0001404281
Period of Report: 2014-09-22

Reporting Person: Harrison Seth Loring (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-22	Common Stock	C	7549570	—	Acquired	7549579	Indirect
2014-09-22	Common Stock	P	362500	$15.00	Acquired	7912079	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-22	Series A Preferred Stock	$	C	4500000	Disposed		Common Stock (429799)	Indirect
2014-09-22	Series B-1 Preferred Stock	$	C	798067	Disposed		Common Stock (76224)	Indirect
2014-09-22	Series B-2 Preferred Stock	$	C	644786	Disposed		Common Stock (61584)	Indirect
2014-09-22	Series C Preferred Stock	$	C	14604833	Disposed		Common Stock (1394921)	Indirect
2014-09-22	Series D-1 Preferred Stock	$	C	8711335	Disposed		Common Stock (832028)	Indirect
2014-09-22	Series D-2 Preferred Stock	$	C	1539643	Disposed		Common Stock (147053)	Indirect
2014-09-22	Series D-3 Preferred Stock	$	C	24046035	Disposed		Common Stock (2296661)	Indirect
2014-09-22	Series E Preferred Stock	$	C	24199308	Disposed		Common Stock (2311300)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212694	Direct

Footnotes

F1: The Series A, Series B-1, Series B-2, Series C, Series D-1, Series D-2, Series D-3 and Series E Preferred Stock converted into Common Stock on a 10.47-for-one-basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series A, Series B-1, Series B-2, Series C, Series D-1, Series D-2, Series D-3 and Series E Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F2: Includes (a) 4,218,641 shares of Common Stock that are held by Apple Tree Partners II, L.P. and (b) 3,330,938 shares of Common Stock that are held by Apple Tree Partners II - Annex, L.P. The Reporting Person is a principal of the general partner of each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P. and disclaims beneficial ownership of the shares held by each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P.

F3: Includes (a) 237,500 shares of Common Stock acquired by Apple Tree Partners II - Annex, L.P. in the Issuer's initial public offering and (b) 125,000 shares of Common Stock acquired by Apple Tree Partners IV, L.P. in the Issuer's initial public offering. The Reporting Person is a principal of the general partner of each of Apple Tree Partners II - Annex, L.P. and Apple Tree Partners IV, L.P. and disclaims beneficial ownership of the shares held by each of Apple Tree Partners II - Annex, L.P. and Apple Tree Partners IV, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II - Annex, L.P. and Apple Tree Partners IV, L.P.

F4: These shares were held by Apple Tree Partners II, L.P. The Reporting Person is a principal of the general partner of Apple Tree Partners II, L.P. and disclaims beneficial ownership of the shares held by Apple Tree Partners II, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II, L.P.

F5: Includes (a) 13,370,422 shares of D-3 Preferred Stock that were held by Apple Tree Partners II, L.P. and (b) 10,675,613 shares of Series D-3 Preferred Stock that were held by Apple Tree Partners II - Annex, L.P. The Reporting Person is a principal of the general partner of each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P. and disclaims beneficial ownership of the shares held by each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P.

F6: These shares were held by Apple Tree Partners II - Annex, L.P. The Reporting Person is a principal of the general partner of Apple Tree Partners II - Annex, L.P. and disclaims beneficial ownership of the shares held by Apple Tree Partners II - Annex, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II - Annex, L.P.