| 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) 10/07/2009 |
3. Issuer Name and Ticker or Trading Symbol
OMEROS CORP [ OMER ] |
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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) |
| Common Stock | 107,147 | D | |
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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 | ||||
| Employee Stock Option (right to buy) | (1) | 12/12/2016 | Common Stock | 193,877 | 0.98 | D | |
| Employee Stock Option (right to buy) | (2) | 12/30/2017 | Common Stock | 5,102 | 2.45 | D | |
| Explanation of Responses: |
| 1. The option is exercisable in 48 equal monthly installments. The first installment became exercisable on November 1, 2005 and subsequent installments become exercisable on each monthly anniversary thereafter. |
| 2. The option became exercisable as to 1,275 shares on December 30, 2008, and thereafter becomes exercisable each monthly anniversary thereafter at the rate of 1/48 of the total shares. |
| /s/ Alex F. Sutter, attorney-in-fact on behalf of Marcia S. Kelbon | 10/07/2009 | |
| ** 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. | ||
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Omeros Corporation (the “Company”),
hereby constitutes and appoints Alex F. Sutter, David R. Toll and Wilson Sonsini Goodrich & Rosati,
P.C. the undersigned’s true and lawful attorney-in-fact to:
| 1. | complete and execute Forms ID, 3, 4 and 5 and other forms and all amendments
thereto as such attorney-in-fact shall in his or her discretion determine to be
required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended) and the rules and regulations promulgated thereunder, or any successor laws
and regulations, as a consequence of the undersigned’s ownership, acquisition or
disposition of securities of the Company; and |
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| 2. | do all acts necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the Company and
such other person or agency as the attorney-in-fact shall deem appropriate. |
The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall
do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 17th day of August, 2009.
| Signature: | /s/ Marcia S. Kelbon | |||
| Marcia S. Kelbon | ||||