Statement of Changes in Beneficial Ownership (4)
09 März 2023 - 3:11PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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Arkowitz David |
2. Issuer Name and Ticker or Trading Symbol
F-star Therapeutics, Inc.
[
FSTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O F-STAR THERAPEUTICS, INC., EDDEVA B920, BABRAHAM RESEARCH CAMPUS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2020 |
(Street)
CAMBRIDGE, X0 Cb22 3AT
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/8/2023 | | U(1)(2) | | 8386 | D | $7.12 (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Stock Option (right to buy) | $6.88 | 3/8/2023 | | D (3)(4)(5) | | | 20000 | (3)(4)(5) | 6/4/2031 | Common Stock | 20000 | (3)(4)(5) | 0 | D | |
Stock Option (right to buy) | $3.41 | 3/8/2023 | | D (3)(4)(5) | | | 20000 | (3)(4)(5) | 6/17/2032 | Common Stock | 20000 | (3)(4)(5) | 0 | D | |
Stock Option (right to buy) | $9.28 | 11/20/2020 | | J (6) | | | 10000 | (6) | 3/30/2025 | Common Stock | 10000 | (6) | 0 | D | |
Stock Option (right to buy) | $9.05 | 11/20/2020 | | J (6) | | | 5500 | (6) | 7/27/2026 | Common Stock | 5500 | (6) | 0 | D | |
Warrant (right to buy) | $10.79 | 11/20/2020 | | J (6) | | | 4386 | (6) | 11/23/2021 | Common Stock | 4386 | (6) | 0 | D | |
Stock Option (right to buy) | $14.27 | 11/20/2020 | | J (6) | | | 5500 | (6) | 6/14/2027 | Common Stock | 5500 | (6) | 0 | D | |
Stock Option (right to buy) | $13.99 | 11/20/2020 | | J (6) | | | 5500 | (6) | 6/17/2028 | Common Stock | 5500 | (6) | 0 | D | |
Stock Option (right to buy) | $4.62 | 11/20/2020 | | J (6) | | | 7500 | (6) | 7/9/2029 | Common Stock | 7500 | (6) | 0 | D | |
Stock Option (right to buy) | $1.60 | 11/20/2020 | | J (6) | | | 7500 | (6) | 6/23/2030 | Common Stock | 7500 | (6) | 0 | D | |
Explanation of Responses: |
(1) | Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 22, 2022 (the "Merger Agreement"), by and among the Issuer, Sino Biopharmaceutical Limited, Fennec Acquisition Incorporated ("Parent"), and invoX Pharma Limited ("Purchaser"), including the completion on March 8, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on March 8, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price. |
(2) | (Continued from footnote 1) The number of shares of common stock reported reflects a one-for-four reverse stock split completed on November 20, 2020, and corrects the amount of shares of common stock previously reported by the Reporting Person in the Form 4 filed on January 2, 2020. |
(3) | Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the Effective Time (except in the case of the EMI Options (as defined in the Merger Agreement) granted pursuant to Rule 9.8 of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan, which were accelerated and became fully vested and exercisable as of three business days prior to the Initial Expiration Date (as defined in the Merger Agreement)). |
(4) | As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Shares (as defined in the Merger Agreement) subject to such fully vested option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Company Share under such option. |
(5) | (Continued from footnote 4) As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remained outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option. |
(6) | Pursuant to the Share Exchange Agreement, dated as of July 29, 2020, these previously reported options and warrants were cancelled effective as of November 20, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Arkowitz David C/O F-STAR THERAPEUTICS, INC. EDDEVA B920, BABRAHAM RESEARCH CAMPUS CAMBRIDGE, X0 Cb22 3AT | X |
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Signatures
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/s/ Darlene Deptula-Hicks, Attorney-in-fact | | 3/9/2023 |
**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 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). |
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 control number. |
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