Eledon Pharmaceuticals, Inc. — Director's Dealing 2014

Sep 17, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Tokai Pharmaceuticals Inc (TKAI)
CIK: 0001404281
Period of Report: 2014-09-16

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	212694	Direct
Common Stock	9	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (429799)		Indirect
Series B-1 Preferred Stock	$		Common Stock (76224)		Indirect
Series B-2 Preferred Stock	$		Common Stock (61584)		Indirect
Series C Preferred Stock	$		Common Stock (1394921)		Indirect
Series D-1 Preferred Stock	$		Common Stock (832028)		Indirect
Series D-2 Preferred Stock	$		Common Stock (147053)		Indirect
Series D-3 Preferred Stock	$		Common Stock (2296661)		Indirect
Series E Preferred Stock	$		Common Stock (2311300)		Indirect

Footnotes

F1: These shares are 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.

F2: The Series A Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F3: The Series B-1 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F4: The Series B-2 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F5: The Series C Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F6: The Series D-1 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F7: The Series D-2 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F8: The Series D-3 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F9: Includes (a) 13,370,422 shares of D-3 Preferred Stock that are held by Apple Tree Partners II, L.P. and (b) 10,675,613 shares of Series D-3 Preferred 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.

F10: The Series E Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

F11: These shares are 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.