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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, 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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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Belenger Olivier ALLEE DE LA RECHERCHE, 12 ANDERLECHT, C9 1070 |
less than 10% |
/s/ Olivier Belenger | 10/12/2017 | |
**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) | Theodorus SCA and Theodorus II SA entered into Restricted Stock Purchase Agreements with 5 individuals pursuant to which they each sold an aggregate of 2,500,000 shares of common stock (the "Purchase Agreements"). Under the Purchase Agreements, Theodorus SCA and Theodorus II SA each granted the purchasers an option to purchase a pro rate portion of a total of 5,904,715 shares of common stock for a 120 day period from the date of the respective Purchase Agreements ("Optioned Shares"). |
(2) | Determined in accordance with Rule 13d-3(d)(1), as a result of their cooperation and acting in convert for the sole purpose of facilitating the orderly disposition of the Optioned Shares, Theodorus SCA and Theodorus II SA may be deemed to beneficially own as a group 5,904,716 shares of the Issuer's common stock. Monsieur Belenger is the investment manager for Theodorus SCA and Theodorus II SA and has sole voting and dispositive power of the shares beneficially owned by Theodorus SCA and Theodorus II SA. Theodorus SCA expressly disclaims beneficial ownership in the shares beneficially owned by Theodorus II SA. |