4/A: Statement of changes in beneficial ownership of securities
Published on June 22, 2022
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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 or Section 30(h) of the Investment Company Act of 1940 |
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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) |
(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 (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zerhouni Elias A. 4400 BISCAYNE BLVD. MIAMI, FL 33137 |
X | Vice Chairman and President |
Signatures
Steven D. Rubin, Attorney-in-Fact | 06/22/2022 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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) | This Form 4 amendment is being filed to report the acquisition of shares of the Issuer's common stock by the ZERHOUNI IRREVOCABLE TRUST and the EAZ ZERAZ TRUST, in each case, pursuant to the ModeX Merger (as defined below), inadvertently omitted in the original Form 4. |
(2) | Received in exchange for 2,250,000 shares of ModeX Therapeutics, Inc., a Delaware corporation ("ModeX"), held directly by the ZERHOUNI IRREVOCABLE TRUST in connection with the Agreement and Plan of Merger, dated as of May 9, 2022, by and among the Issuer, ModeX, Orca Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer, and Gary J. Nabel, solely in his capacity as sellers' representative, pursuant to which ModeX became a wholly owned subsidiary of the Issuer (the "ModeX Merger"). |
(3) | Shares held by the ZERHOUNI IRREVOCABLE TRUST for the benefit of the Reporting Person and his children and remoter issue, as well as certain qualifying charitable organizations, and for which an independent trustee has been appointed. The independent trustee has delegated investment authority of the trust to the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(4) | Received in exchange for 2,250,000 shares of ModeX held directly by the EAZ ZERAZ TRUST in connection with the ModeX Merger. |
(5) | Shares held by the EAZ ZERAZ TRUST for the benefit of the Reporting Person's spouse and children and remoter issue, as well as certain qualifying charitable organizations, and for which an independent trustee has been appointed. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |