Exhibit 10.1(b)

 

KYTHERA BIOPHARMACEUTICALS, INC.

 

AMENDMENT NO. 1 TO

 

THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 

THIS AMENDMENT NO. 1 is made as of January 27, 2012, between KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages hereto.

 

The Company and the Investors are parties to that certain Third Amended and Restated Investor Rights Agreement, dated as of August 30, 2011 (the “Investors’ Agreement”).  In connection with working capital credit facility with Lighthouse Capital Partners VI, L.P. (“Lighthouse”), the Company issued a warrant to Lighthouse (the “Warrant”) to acquire shares of the Company’s Series D Preferred Stock (the “Preferred Stock”).

 

As a covenant of the Warrant, the Company agreed to grant Lighthouse registration rights with respect to the shares of the Company’s Common Stock issuable upon conversion of the Preferred Stock, and the Investors, constituting the holders of at least sixty percent (60%) of the Registrable Securities (as defined in the Investors’ Agreement), desire to amend the Investors’ Agreement to include Lighthouse thereunder.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      The definition of “Series D Preferred Stock” set forth in Section 1.1(cc) of the Investor’s Agreement shall be amended in its entirety as follows:

 

“Series D Preferred Stock” shall mean the shares of Series D Preferred Stock of the Company issued pursuant to the Purchase Agreement and the shares of Series D Preferred Stock of the Company issued or issuable pursuant to that certain Preferred Stock Purchase Warrant, dated December 30, 2011, issued to Lighthouse Capital Partners VI, L.P. by the Company.”

 

2.                                      Exhibit A to the Investors’ Agreement shall be amended in its entirety as set forth in Attachment 1 hereto to include Lighthouse Capital Partners VI, L.P. as an Investor under the Investors’ Agreement.

 

3.                                      Except as set forth herein, the Investors’ Agreement shall remain in full force and effect in accordance with its terms.

 

4.                                      On or after the date hereof, each reference in the Investors’ Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Investors’ Agreement as amended hereby.  No reference to this Amendment No. 1 need be made in any instrument or document at any time referring to the Investors’ Agreement and a reference to the Investors’ Agreement in any such instrument or document shall be deemed a reference to the Investors’ Agreement as amended hereby.

 

5.                                      This Amendment No. 1 may be executed in any number of counterparts, all of which together shall constitute one instrument.

 

6.                                      This Amendment No. 1 shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to principles of conflicts of law.

 

[signature page follows]

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement as of the date first written above.

 

	
KYTHERA   BIOPHARMACEUTICALS, INC.
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Keith R. Leonard
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
Keith R. Leonard
    	
 
    
	
 
    	
 
    	
 
    
	
Title:
    	
President & CEO
    	
 
    


 

 

INVESTORS:

 

See attached pages.

 

 

Agreed and Accepted:

 

 

	
LIGHTHOUSE CAPITAL PARTNERS   VI, L.P.
    	
 
    
	
 
    	
 
    
	
By:
    	
LIGHTHOUSE MANAGEMENT   PARTNERS VI, L.L.C.,
    
	
 
    	
its general partner
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Ryan Turner
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
Ryan Turner
    	
 
    
	
 
    	
 
    	
 
    
	
Title:
    	
Managing Director
    	
 
    


 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement as of the date first written above.

 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
JAFCO SUPER V3 INVESTMENT   LIMITED PARTNERSHIP
    
	
 
    	
 
    
	
 
    	
By: JAFCO Co., Ltd.
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Hironori Hozoji
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Hironori Hozoji
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior Vice President, JAFCO America   Ventures, Inc., A Wholly Owned Subsidiary of JAFCO Co., Ltd.
    


 

 

	
 
    	
JAFCO LIFE SCIENCE NO. 1   INVESTMENT ENTERPRISE PARTNERSHIP
    
	
 
    	
 
    
	
 
    	
By: JAFCO Co., Ltd.
    
	
 
    	
Its: Executive Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Hironori Hozoji
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Hironori Hozoji
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Senior Vice President, JAFCO America   Ventures, Inc., A Wholly Owned Subsidiary of JAFCO Co., Ltd.
    


 

Signature Page to Kythera Biopharmaceuticals, Inc.

Amendment No. 1 to Third Amended and Restated Investor Rights Agreement

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement as of the date first written above.

 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PROSPECT VENTURE PARTNERS   III, L.P.
    
	
 
    	
 
    
	
 
    	
By: Prospect Management Co. III, L.L.C.
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ David Schnell
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
David Schnell
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Managing Member
    


 

Signature Page to Kythera Biopharmaceuticals, Inc.

Amendment No. 1 to Third Amended and Restated Investor Rights Agreement

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement as of the date first written above.

 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ARCH VENTURE FUND VI, L.P.
    
	
 
    	
 
    
	
 
    	
By: ARCH Venture Partners VI, L.P.
    
	
 
    	
Its: General Partner
    
	
 
    	
By: ARCH Venture Partners VI, LLC
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Robert T. Nelsen
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Robert T. Nelsen
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Managing Director
    


 

Signature Page to Kythera Biopharmaceuticals, Inc.

Amendment No. 1 to Third Amended and Restated Investor Rights Agreement

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Third Amended and Restated Investor Rights Agreement as of the date first written above.

 

	
 
    	
INVESTORS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
VERSANT VENTURE CAPITAL II,   L.P.
    
	
 
    	
 
    
	
 
    	
By: Versant Ventures II, LLC
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Camille Samuels
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
VERSANT SIDE FUND II, L.P.
    
	
 
    	
 
    
	
 
    	
By: Versant Ventures II, LLC
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Camille Samuels
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
VERSANT AFFILIATES FUND   II-A, L.P.
    
	
 
    	
 
    
	
 
    	
By: Versant Ventures II, LLC
    
	
 
    	
Its: General Partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Name:
    	
Camille Samuels
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
Camille Samuels
    


 

Signature Page to Kythera Biopharmaceuticals, Inc.

Amendment No. 1 to Third Amended and Restated Investor Rights Agreement

 











 

Attachment 1

 

Schedule of Investors

 

	
Investor
    	
 
    	
Number of
   Series A Shares
    	
 
    	
Number of
   Series B Shares
    	
 
    	
Number of
   Series C Shares
    	
 
    	
Number of
   Series D Shares
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JAFCO   Super V3 Investment Limited Partnership
    	
 
    	
—
    	
 
    	
—
    	
 
    	
1,079,372
    	
 
    	
141,805
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
JAFCO   Life Science No. 1 Investment Enterprise Partnership
    	
 
    	
—
    	
 
    	
—
    	
 
    	
1,079,371
    	
 
    	
—
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Prospect Venture Partners III,   L.P.
    	
 
    	
3,905
    	
 
    	
3,476,810
    	
 
    	
1,242,627
    	
 
    	
312,064
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Versant   Venture Capital II, L.P.
    	
 
    	
1,596,133
    	
 
    	
2,739,277
    	
 
    	
1,200,315
    	
 
    	
385,530
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Versant Side Fund II, L.P.
    	
 
    	
13,695
    	
 
    	
24,482
    	
 
    	
10,725
    	
 
    	
3,446
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Versant Affiliates Fund II-A,   L.P.
    	
 
    	
29,077
    	
 
    	
51,984
    	
 
    	
22,779
    	
 
    	
7,316
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
ARCH Venture Fund VI, L.P.
    	
 
    	
3,905
    	
 
    	
3,511,462
    	
 
    	
1,474,566
    	
 
    	
350,765
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Altitude Life Science Ventures,   L.P.
    	
 
    	
103,905
    	
 
    	
591,574
    	
 
    	
227,134
    	
 
    	
60,910
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BBT Fund, L.P.
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1,057,145
    	
 
    	
69,443
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PFM Healthcare Fund, L.P.
    	
 
    	
69,000
    	
 
    	
 
    	
 
    	
279,201
    	
 
    	
298,142
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PFM Healthcare Offshore   Fund, Ltd.
    	
 
    	
29,830
    	
 
    	
 
    	
 
    	
194,814
    	
 
    	
596,646
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
PFM Healthcare Principals Fund,   L.P.
    	
 
    	
5,075
    	
 
    	
 
    	
 
    	
21,430
    	
 
    	
56,126
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fidelity   Contrafund: Fidelity Advisor New  Insights   Fund
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
3,803,655
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WS Investment Company, LLC   (2008A)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
1,187
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WS Investment Company, LLC   (2008C)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
792
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nancy Jorgesen
    	
 
    	
 
    	
 
    	
 
    	
 
    	
10,000
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Deepak Chadha
    	
 
    	
 
    	
 
    	
 
    	
 
    	
9,902
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
The UCLA Foundation
    	
 
    	
 
    	
 
    	
8,692
    	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

	
Investor
    	
 
    	
Number of
   Series A Shares
    	
 
    	
Number of
   Series B Shares
    	
 
    	
Number of
   Series C Shares
    	
 
    	
Number of
   Series D Shares
    	
 
    
	
The UCLA Foundation
    	
 
    	
 
    	
 
    	
8,692
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WS Investment Company LLC   (2005A)
    	
 
    	
 
    	
 
    	
10,183
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WS Investment Company LLC   (2005D)
    	
 
    	
 
    	
 
    	
7,273
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Michael Kolodney, MD
    	
 
    	
 
    	
 
    	
13,629
    	
 
    	
5,315
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Los   Angeles Biomedical Research Institute at Harbor — UCLA Medical Center
    	
 
    	
 
    	
 
    	
42,834
    	
 
    	
17,329
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Adam Rotunda, MD
    	
 
    	
 
    	
 
    	
13,629
    	
 
    	
5,315
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Shellwater & Company
    	
 
    	
 
    	
 
    	
27,259
    	
 
    	
10,672
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Leonard Family Trust, dated 28   August 1996
    	
 
    	
1,625,000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nathaniel David
    	
 
    	
752,500
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Amit   D.Munshi Revocable Trust, dated 4 April 2011
    	
 
    	
99,953
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sabine   Munshi Revocable Trust, dated 4 April 2011
    	
 
    	
99,953
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Jay Birnbaum
    	
 
    	
200,000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kristina Burow
    	
 
    	
12,500
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kevin Young
    	
 
    	
100,000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hafelfinger Family Trust
    	
 
    	
16,664
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Thomas and Christine Carlucci
    	
 
    	
10,000
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dennis M. Fenton, Ph.D.
    	
 
    	
3,905
    	
 
    	
 
    	
 
    	
4,951
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Joseph L. Turner
    	
 
    	
 
    	
 
    	
 
    	
 
    	
4,951
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Leerink Swann Co-Investment   Fund
    	
 
    	
 
    	
 
    	
 
    	
 
    	
34,655
    	
 
    	
28,527
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
The Alan C. & Agnès B. Mendelson Family Trust
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
6,656
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
VP Company Investments 2008,   LLC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
7,132
    	
 
    
	
Attn:   Russell S. Player
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Mark V. Roeder
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
475
    	
 
    


 











 

	
Investor
    	
 
    	
Number of
   Series A Shares
    	
 
    	
Number of
   Series B Shares
    	
 
    	
Number of
   Series C Shares
    	
 
    	
Number of
   Series D Shares
    	
 
    
	
IFA PE Domestic Fund, LP
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
231,643
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
IFA PE Master Fund, LP
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
719,271
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Foley Ventures LLC
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
19,018
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Paul   A. Stewart and Jane B. Stewart 2000 Family Trust
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
19,018
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
SUBTOTALS
    	
 
    	
4,775,000
    	
 
    	
10,527,780
    	
 
    	
7,994,548
    	
 
    	
7,117,588
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
WARRANT   HOLDER Lighthouse Capital Partners VI, L.P. 
    	
 
    	
—
    	
 
    	
—
    	
 
    	
89,114(1)
    	
 
    	
114,110(2)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TOTAL
    	
 
    	
4,775,000
    	
 
    	
10,527,780
    	
 
    	
8,083,662
    	
 
    	
7,237,698
    	
 
    


 




(1)                                 Series C shares are issuable upon exercise of warrant dated March 21, 2011, as amended on August 30, 2011.

 

(2)                                 Series D shares are issuable upon exercise of warrant dated December 30, 2011.  Such warrant is initially exercisable for 114,109 shares and may be exercisable for up to 228,219 Series D shares.