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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 nonqualified stock option (right to purchase) | $ 5 | 06/08/2007 | A | 640,000 | (4) | 06/08/2017 | Common Stock | 640,000 | $ 0 | 640,000 | D | ||||
| Employee incentive stock option (right to purchase) | $ 5 | 06/08/2007 | A | 60,000 | (5) | 06/08/2017 | Common Stock | 60,000 | $ 0 | 60,000 | D | ||||
| Warrants (right to purchase) | $ 6 | 06/08/2007 | A | 5,318 | 06/08/2007 | 06/08/2012 | Common Stock | 5,318 | (2) | 5,318 | D | ||||
| Bridge notes | $ 5 (2) | 06/08/2007 | C | 21,271 (2) | (2) | (2) | Common Stock (2) | 21,271 (2) | (2) | 0 | D | ||||
| Bridge warrants (right to purchase) | $ 0.01 (3) | 06/08/2007 | C | 39,999 (3) | (3) | (3) | Common Stock (3) | 39,999 (3) | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Harrington John J 3201 CARNEGIE AVENUE CLEVELAND, OH 44115 |
X | Chief Scientific Officer | ||
| /s/ Laura K. Campbell, as attorney-in-fact, for John J. Harrington | 06/12/2007 | |
| **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) | On June 8, 2007, Athersys, Inc. ("Athersys") merged with a subsidiary of BTHC (the "Merger"), and BTHC contemporaneously consummated an offering of its common stock and warrants to purchase common stock (the "Offering"). The shares of BTHC common stock were received in exchange for 684,500 shares of Athersys common stock pursuant to the terms of the Merger. |
| (2) | Athersys had previously issued convertible bridge notes (the "Bridge Notes") that automatically converted into shares of its capital stock based on the outstanding principal and accrued but unpaid interest and the per share price of the securities sold in a qualified equity offering. The Bridge Notes were not otherwise convertible unless a qualified equity offering occurred. Upon consummation of the Merger and the Offering, the Bridge Notes held by the reporting person automatically converted into BTHC common stock and warrants to purchase BTHC common stock at $5.00. For each share of common stock issued upon conversion of the Bridge Notes, the holder also received a warrant to purchase .25 shares of common stock. |
| (3) | In connection with the issuance of the Bridge Notes, Athersys also issued noteholders warrants to purchase its common stock that would become exercisable for only a 30-day period after the conversion of all of the outstanding preferred stock of Athersys. All of Athersys' outstanding preferred stock was converted into Athersys common stock immediately prior to the consummation of the Merger, and the warrants became exercisable for BTHC common stock at $.01 per share. |
| (4) | The option vests as follows: 260,000 shares at date of grant; 35,000 shares in each of the four quarters in year 1; 15,000 shares in the first quarter of year 2 and 35,000 shares in the second, third and fourth quarters of year 2; and 15,000 shares in the first quarter of year 3 and 35,000 shares in the second, third and fourth quarters of year 3. |
| (5) | The option vests 33-1/3% at date of grant, then 33-1/3% on each anniversary of grant date. |