Sec Form 3/A Filing - Globeways Holdings Ltd @ CHIASMA, INC - 2015-07-15

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FORM 3/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Globeways Holdings Ltd
2. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [ CHMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3RD FLOOR, GENEVE PLACE, WATERFRONT DR, PO BOX 3175, ROAD TOWN
3. Date of Earliest Transaction (MM/DD/YY)
07/15/2015
(Street)
TORTOLA, D8
4. If Amendment, Date Original Filed (MM/DD/YY)
07/15/2015
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D' Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 36,501 D ( 2 )
Series E Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 1,478,318 I See Footnote ( 2 )
Series E Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 9,249 D ( 2 )
Warrant to Purchase Common Stock (right to buy) $ 9.132 ( 4 ) ( 4 ) Common Stock 369,579 I See Footnote ( 2 )
Warrant to Purchase Common Stock (right to buy) $ 9.132 ( 4 ) ( 4 ) Common Stock 2,312 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Globeways Holdings Ltd
3RD FLOOR, GENEVE PLACE, WATERFRONT DR
PO BOX 3175, ROAD TOWN
TORTOLA, D8
X
LJ Skye Trustees Ltd.
COMMERCE HOUSE
1 BOWRING ROAD
RAMSEY, Y8IM8 2LQ
X
F2 Capital I 2014 Ltd
PO BOX 3175, ROAD TOWN
TORTOLA, D8
X
Signatures
/s/ Mark Veale for Globeways Holdings Limited 07/17/2015
Signature of Reporting Person Date
/s/ Mark Veale for F2 Capital I 2014 Limited 07/17/2015
Signature of Reporting Person Date
/s/ Mark Veale for LJ Skye Trustees Ltd. 07/17/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series D' Convertible Preferred Stock is convertible into Common Stock on a 9.132-for-1 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, and has no expiration date.
( 2 )The reported securities are owned directly by F2 Capital I 2014 Limited. Globeways Holdings Limited is a member of F2 Capital 1 2014 Limited and has sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by F2 Capital 1 2014 Limited. LJ Skye Trustees Ltd. has the sole power to vote upon the acquisition, holding and disposal of all shares and warrants held by Globeways Holdings Limited. Each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
( 3 )The Series E Convertible Preferred Stock is convertible into Common Stock on a 9.132-for-1 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, and has no expiration date
( 4 )The Warrant to purchase Common Stock as shown in column 3 is exercisable at any time at the holder's election.

Remarks:
This amendment amends the Form 3 filed on July 15, 2015 and is made solely to add additional Reporting Persons.

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 4(b)(v).
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