U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 3
OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden hours per response: 0.5
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Paribas Principal Incorporated
Last, First, Middle:
787 Seventh Avenue
Street:
New York, New York 10019
City, State, Zip:
2. Date of Event Requiring Statement (Month/Day/Year)
5/29/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Name: Ascent Pediatrics, Inc.
Trading Symbol: ASCT
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( X ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( X ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: Direct
(Instr. 4) Beneficially Owned (D) or Indirect (I)
(Instr. 4) (Instr. 5)
<S> <C> <C> <C>
(1) N/A N/A N/A
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<CAPTION>
Table I -- Continued
1. Title of Security 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 5)
<S> <C> <C>
(1) N/A N/A
</TABLE>
Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of Securities
Security and Expiration Underlying Derivative Security
(Instr. 4) Date (Instr. 4)
(Month/Day/Year)
Date Expiration Amount or Number
Exercisable Date Title of Shares
<S> <C> <C> <C> <C> <C>
(1) Series F Convertible (1) N/A Common Stock 461,538
Preferred Stock
(2) Warrant (2) 2/3/02 Common Stock 39,230(3)
(3) Warrant (2) 2/3/02 Common Stock 117,692(3)
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Table II -- Continued
1. Title of Derivative 4. Conversion 5. Ownership Form 6. Nature of Indirect
Security or Exercise of Derivative Beneficial Ownership
(Instr. 4) Price of Security: (Instr. 5)
Derivative Direct (D)
Security or Indirect (I)
(Instr. 5)
<S> <C> <C> <C> <C>
(1) Series F Convertible 0.85 for 1 D
Preferred Stock
(2) Warrant $7.65(3) D
(3) Warrant $7.65(3) D
</TABLE>
Explanation of Responses:
(1) Upon the closing of the Company's initial public offering, each share of
Series F Convertible Preferred Stock will automatically convert into .85
shares of Common Stock (392,307 shares of Common Stock after such
conversion).
(2) Immediately exercisable.
(3) Upon the closing of the Company's initial public offering, the exercise
price and number of shares issuable pursuant to this warrant will be
adjusted in accordance with the terms of the warrant.
Upon the closing of the Company's initial public offering, the filer will
no longer be, directly or indirectly, the beneficial owner of more than
ten percent of any class of equity security of the Company.
/s/ Jeffrey Youle, Secretary 5/29/97
**Signature of Reporting Person Date
** 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 provided is insufficient, see Instruction 6 for
procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB number.
