|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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 | ||||||||
Warrants | $ 2.67 | 09/12/2018 | J(1) | 465,086 | 08/21/2017 | 08/21/2022 | Common Stock, par value $0.0001 | 465,086 | (3) | 0 | I | See Footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Novartis Bioventures Ltd C/O NOVARTIS INTERNATIONAL AG LICHTSTRASSE 35 BASEL, V8 CH-4056 |
X | |||
NOVARTIS AG C/O NOVARTIS INTERNATIONAL AG LICHTSTRASSE 35 BASEL, V8 CH-4056 |
X |
/s/ Bart Dzikowski, Secretary of the Board of Novartis Bioventures Ltd | 09/14/2018 | |
**Signature of Reporting Person | Date | |
/s/ Stephan Sandmeier, Authorized Signatory of Novartis Bioventures Ltd | 09/14/2018 | |
**Signature of Reporting Person | Date | |
/s/ Bart Dzikowski, Authorized Signatory of Novartis AG | 09/14/2018 | |
**Signature of Reporting Person | Date | |
/s/ Stephan Sandmeier, Authorized Signatory of Novartis AG | 09/14/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Pursuant to the terms of the Exchange Agreement between the Issuer and the Reporting Persons dated July 11, 2018, the remaining warrants to purchase the Issuer's common stock (the "Warrants") were exchanged for shares of the Issuer's common stock, par value $0.0001 per share. |
(2) | The board of directors of Novartis Bioventures Ltd has sole voting and investment control and power over such securities. None of the members of its board of directors has individual voting or investment power with respect to such securities and each disclaims beneficial ownership of such securities. Novartis Bioventures Ltd is an indirectly owned subsidiary of Novartis AG. |
(3) | Warrants to purchase shares of the Issuer's Common Stock were acquired in connection with the acquisition of the Preferred Stock and reported on this Form 4. The Warrants held by Novartis may not be exercised if such exercise would cause Novartis to hold more than 19.99% of the Issuer's Common Stock, regardless of receipt by the Issuer of the Requisite Stockholder Approval. |