PTC THERAPEUTICS, INC. — Director's Dealing 2013

Jun 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PTC THERAPEUTICS, INC. (PTCT)
CIK: 0001070081
Period of Report: 2013-01-29

Reporting Person: SCHMERTZLER MICHAEL (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-25	Common Stock	C	155366	—	Acquired	155366	Indirect
2013-06-25	Common Stock	C	608670	—	Acquired	764036	Indirect
2013-06-25	Common Stock	P	533333	$15.00	Acquired	1297369	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-29	8% Convertible Promissory Notes	$	P		Acquired		Series Four Senior Preferred Stock ()	Indirect
2013-01-29	Warrant (right to purchase)	$0.01	P	52736	Acquired	2020-01-29	Series One Preferred Stock (52736)	Indirect
2013-01-29	Warrant (right to purchase)	$0.01	P	206003	Acquired	2020-01-29	Series Two Preferred Stock (206003)	Indirect
2013-02-15	8% Convertible Promissory Notes	$	P		Acquired		Series Four Senior Preferred Stock ()	Indirect
2013-03-07	Series Four Senior Preferred Stock	$	P	103819	Acquired		Common Stock (103819)	Indirect
2013-03-07	8% Convertible Promissory Notes	$	C		Disposed		Series Four Senior Preferred Stock (51547)	Indirect
2013-03-07	Series Four Senior Preferred Stock	$	C	51547	Acquired		Common Stock (51547)	Indirect
2013-03-07	Series One Preferred Stock	$	J	110000	Disposed		Common Stock (110000)	Indirect
2013-03-07	Series One Preferred Stock	$	J	394166	Acquired		Series Five Junior Preferred Stock (394166)	Indirect
2013-03-07	Series One Preferred Stock	$	J	394166	Disposed		Series Five Junior Preferred Stock (394166)	Indirect
2013-03-07	Series Five Junior Preferred Stock	$	J	394166	Acquired		Common Stock (394166)	Indirect
2013-03-07	Warrant (right to purchase)	$0.01	J	52736	Disposed	2020-01-29	Series One Preferred Stock (52736)	Indirect
2013-03-07	Warrant (right to purchase)	$0.0028	J	188970	Acquired	2020-01-29	Series Five Junior Preferred Stock (188970)	Indirect
2013-03-07	Warrant (right to purchase)	$0.0028	S	44	Disposed	2020-01-29	Series Five Junior Preferred Stock (44)	Indirect
2013-03-07	Warrant (right to purchase)	$0.0028	C	188926	Disposed	2020-01-29	Series Five Junior Preferred Stock (188926)	Indirect
2013-03-07	Series Five Junior Preferred Stock	$	C	188926	Acquired		Common Stock (188926)	Indirect
2013-03-07	Warrant (right to purchase)	$0.01	J	206003	Disposed	2020-01-29	Series Two Preferred Stock (206003)	Indirect
2013-03-07	Warrant (right to purchase)	$0.08	J	25750	Acquired	2020-01-29	Series Five Junior Preferred Stock (25570)	Indirect
2013-03-07	Warrant (right to purchase)	$0.08	S	172	Disposed	2020-01-29	Series Five Junior Preferred Stock (172)	Indirect
2013-03-07	Warrant (right to purchase)	$0.08	C	25578	Disposed	2020-01-29	Series Five Junior Preferred Stock (25578)	Indirect
2013-03-07	Series Five Junior Preferred Stock	$	C	25578	Acquired		Common Stock (25578)	Indirect
2013-06-25	Series Four Senior Preferred Stock	$	C	155366	Disposed		Common Stock (155366)	Indirect
2013-06-25	Series Five Junior Preferred Stock	$	C	608670	Disposed		Common Stock (608670)	Indirect
2013-05-15	Stock Option (right to buy)	$10.85	P	60000	Disposed	2023-05-15	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	26766	Direct

Footnotes

F1: Each share of Series Four Senior Preferred Stock and each share of Senior Five Junior Preferred Stock converted automatically into one share of Common Stock upon the closing of PTC Therapeutics, Inc.'s initial public offering without payment of further consideration. The Series Four Senior Preferred Stock and the Series Five Junior Preferred Stock had no expiration date.

F2: Securities held by Section Six Partners, L.P.

F3: The convertible promissory notes issued as part of PTC Therapeutics, Inc.'s bridge financing in January and February 2013 were (1) payable upon demand of the holders at any time on or after the first anniversary of the date of issuance and (2) convertible into shares of the same class and series of capital stock of PTC Therapeutics, Inc. issued to other investors in the next qualified financing (with gross proceeds of at least $20 million) at a conversion price equal to the price per share paid by other investors in such financing.

F4: In connection with a recapitalization and reverse stock split that occurred on March 7, 2013, each share of Series One Preferred Stock converted automatically into a number of shares of Series Five Junior Preferred Stock equal to a fraction, the numerator of which was 430 and the denominator of which was 120, without payment of further consideration. Warrants to purchase shares of Series One Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio. The Series One Preferred Stock had no expiration date.

F5: On March 7, 2013, the warrants to purchase shares of Series One Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio, and were automatically exercised for shares of Series Five Junior Preferred Stock without further action by the holders thereof at the as-adjusted exercise price of $12 a share. The exercise price was paid on a cashless basis, resulting in PTC Therapeutics, Inc. withholding 44 of the reporting person's warrant shares to pay the exercise price and issuing to the reporting person the remaining 188,926 shares of Series Five Junior Preferred Stock. PTC Therapeutics, Inc. also paid $8.64 to the reporting person in lieu of fractional shares. The warrant shares are held by Section Six Partners, L.P.

F6: In connection with a recapitalization and reverse stock split that occurred on March 7, 2013, each share of Series Two Preferred Stock converted automatically into a number of shares of Series Five Junior Preferred Stock equal to a fraction, the numerator of which was 15 and the denominator of which was 120, without payment of further consideration. Warrants to purchase shares of Series Two Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio. The Series Two Preferred Stock had no expiration date.

F7: On March 7, 2013, the warrants to purchase shares of Series Two Preferred Stock were automatically adjusted to be exercisable into shares of Series Five Junior Preferred Stock at the applicable conversion ratio, and were automatically exercised for shares of Series Five Junior Preferred Stock without further action by the holders thereof at the as-adjusted exercise price of $12 a share. The exercise price was paid on a cashless basis, resulting in PTC Therapeutics, Inc. withholding 172 of the reporting person's warrant shares to pay the exercise price and issuing to the reporting person the remaining 25,578 shares of Series Five Junior Preferred Stock. PTC Therapeutics, Inc. also paid $8.47 to the reporting person in lieu of fractional shares. The warrant shares are held by Section Six Partners, L.P.

F8: This option was granted on May 15, 2013 and vests over three years, with 8.33% of the shares underlying the option vesting on August 15, 2013 and an additional 8.33% of the original number of shares underlying the option vesting at the end of each successive three-month period thereafter.

F9: Mr. Schmertzler is a general and limited partner of, and trustee of certain family trusts holding interests in, Section Six Partners, L.P. Mr. Schmertzler disclaims beneficial ownership of the shares held by Section Six Partners, L.P. except to the extent of any pecuniary interest therein.