UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL 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(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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Convertible Preferred Stock, $0.0001 par value | Â (1) | Â (1) | Common stock | 332,499 (2) | $ (1) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Eliseev Alexey C/O 257 SIMARANO DRIVE, SUITE 101 MARLBOROUGH, MA 01752 |
 |  |  Chief Business Officer |  |
Caitlin Kontulis, attorney-in-fact | 04/14/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | The Series C Convertible Preferred Stock will automatically convert into common stock upon approval by the Company's stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 without payment of consideration. The Series C Convertible Preferred Stock have no expiration. |
(2) | Represents securities issued to the reporting person in connection with the acquisition of MirImmune Inc. on January 6, 2017. Up to 3% of the shares were subject to a holdback for post-closing adjustments in certain circumstances. This amount reflects the securities issued to the reporting person as a result of those post-closing adjustments and differs from the number of shares initially reported as a result of more shares being issuable in the acquisition pursuant to the Stock Purchase Agreement than initially estimated. |