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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 | ||||||||
Employee stock option (right to purchase) | $ 1.71 | 06/18/2013 | A | 185,000 | (3) | 06/18/2023 | Common Stock | 185,000 | $ 0 | 185,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Van Bokkelen Gil 3201 CARNEGIE AVENUE CLEVELAND, OH 44115 |
X | Chmn & Chief Executive Officer |
/s/ Laura K. Campbell, as attorney-in-fact for Gil Van Bokkelen | 06/20/2013 | |
**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) | In 2005, in connection with a restructuring of internal programs and to retain and motivate executives, Athersys entered into incentive agreements that provided the executives financial participation in the event of certain merger or acquisition or asset sale transactions. The agreements were established prior to the common stock being publicly traded, had precluded the granting of routine equity awards to officers, and provided a bonus based on a fixed percentage of a transaction. In April 2013, the Board approved arrangements whereby the officers agreed to terminate their incentive agreements in return for one-time grants of restricted stock units for their past service and performance, and for the ability to receive routine annual grants of equity-based awards to better align management incentives with corporate objectives. In June 2013, the RSUs were granted to the officers in exchange for the termination of their incentive agreements. |
(2) | Award of restricted stock units related to the termination of 2005 incentive agreements, each of which represents a contingent right to receive one share of Athersys, Inc. common stock per unit after vesting. The restricted stock units vest ratably on a quarterly basis over a three-year period. |
(3) | Award of a routine, annual stock-based award. The option vests ratably on a quarterly basis over a four-year period. |