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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 | ||||||||
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) | $ 0.06 | 04/30/2018(1) | A | 259,027 | (1) | 04/29/2023 | COMMON STOCK | 259,027 | $ 0 | 259,027 | D (4) | ||||
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) | $ 0.06 | 04/30/2018(1) | A | 0 | (1) | 04/29/2023 | COMMON STOCK | 0 | $ 0 | 259,027 | I | See Footnote (5) | |||
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) | $ 0.06 | 04/30/2018(2) | A | 88,195 | (2) | 04/29/2023 | COMMON STOCK | 88,195 | $ 0 | 88,195 | D (7) | ||||
STOCK OPTION (RIGHT TO PURCHASE COMMON STOCK) | $ 0.06 | 04/30/2018(2) | A | 0 | (2) | 04/29/2023 | COMMON STOCK | 0 | $ 0 | 88,195 | I | See Footnote (8) | |||
WARRANT (RIGHT TO PURCHASE COMMON STOCK) | $ 0.1 | (3) | 12/14/2022 | COMMON STOCK | 2,062,909 | 2,062,909 | D (4) | ||||||||
WARRANT (RIGHT TO PURCHASE COMMON STOCK) | $ 0.1 | (3) | 12/14/2022 | COMMON STOCK | 0 | 2,062,909 | I | See Footnote (5) | |||||||
WARRANT (RIGHT TO PURCHASE COMMON STOCK) | $ 0.1 | (3) | 12/14/2022 | COMMON STOCK | 1,101,062 | 1,101,062 | D (7) | ||||||||
WARRANT (RIGHT TO PURCHASE COMMON STOCK) | $ 0.1 | (3) | 12/14/2022 | COMMON STOCK | 0 | 1,101,062 | I | See Footnote (8) | |||||||
SERIES A CONVERTIBLE NOTE | $ 0.4 | (6) | 05/01/2023 | COMMON STOCK | (9) | 1 | D (4) | ||||||||
SERIES A CONVERTIBLE NOTE | $ 0.4 | (6) | 05/01/2023 | COMMON STOCK | 0 | 1 | I | See Footnote (5) | |||||||
SERIES A CONVERTIBLE NOTE | $ 0.4 | (6) | 05/01/2023 | COMMON STOCK | (10) | 1 | D (7) | ||||||||
SERIES A CONVERTIBLE NOTE | $ 0.4 | (6) | 05/01/2023 | COMMON STOCK | 0 | 1 | I | See Footnote (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAMLYN CAPITAL, LLC 500 PARK AVENUE, 2ND FLOOR NEW YORK, NY 10022 |
X | |||
Samlyn Partners, LLC C/O SAMLYN CAPITAL, LLC 500 PARK AVENUE, 2ND FLOOR NEW YORK, NY 10022 |
X | |||
SAMLYN ONSHORE FUND, LP C/O SAMLYN CAPITAL, LLC 500 PARK AVENUE, 2ND FLOOR NEW YORK, NY 10022 |
X | |||
Samlyn Offshore Master Fund, Ltd. C/O INTERTRUST CORP SVCS (CAYMAN) LTD 190 ELGIN AVENUE, GEORGE TOWN GRAND CAYMAN, E9 KY1-9007 |
X | |||
POHLY ROBERT C/O SAMLYN CAPITAL, LLC 500 PARK AVENUE, 2ND FLOOR NEW YORK, NY 10022 |
X |
Samlyn Capital, LLC, By: /s/ Robert Pohly, Managing Member | 05/02/2018 | |
**Signature of Reporting Person | Date | |
Samlyn Partners, LLC, By:/s/ Robert Pohly, Managing Member | 05/02/2018 | |
**Signature of Reporting Person | Date | |
Samlyn Onshore Fund, LP, By:/s/ Robert Pohly, Managing Member | 05/02/2018 | |
**Signature of Reporting Person | Date | |
Samlyn Offshore Master Fund, Ltd., By: /s/ Robert Pohly, Managing Member | 05/02/2018 | |
**Signature of Reporting Person | Date | |
/s/ Robert Pohly | 05/02/2018 | |
**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 April 30, 2018, the Issuer granted options to purchase 259,027 shares of the Issuer's common stock to Samlyn Offshore Master Fund, Ltd. ("Samlyn Offshore Master Fund") as compensation for Michael B. Barry's service as a member of the Issuer's board of directors (the "Board"). The stock options vest as follows: (i) 103,611 of the stock options vested on April 30, 2018; and (ii) 155,416 of the stock options will vest on July 1, 2018, unless earlier terminated due to the termination of Michael B. Barry's service as a member of the Board. |
(2) | On April 30, 2018, the Issuer granted options to purchase 88,195 shares of the Issuer's common stock to Samlyn Onshore Fund, LP ("Samlyn Onshore Fund") as compensation for Michael B. Barry's service as a member of the Board. The stock options vest as follows: (i) 35,278 of the stock options vested on April 30, 2018; and (ii) 52,917 of the stock options will vest on July 1, 2018, unless earlier terminated due to the termination of Michael B. Barry's service as a member of the Board. |
(3) | These warrants are currently exercisable. |
(4) | The reported securities are directly owned by Samlyn Offshore Master Fund. |
(5) | The reported securities are directly owned by Samlyn Offshore Master Fund, and may be deemed to be indirectly beneficially owned by Samlyn Capital, LLC ("Samlyn Capital"), as the investment manager of Samlyn Offshore Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital and Director of Samlyn Offshore Master Fund. Samlyn Capital and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
(6) | This Series A Convertible Note is currently exercisable. |
(7) | The reported securities are directly owned by Samlyn Onshore Fund. |
(8) | The reported securities are directly owned by Samlyn Onshore Fund, and may be deemed to be indirectly beneficially owned by (i) Samlyn Capital, as the investment manager of Samlyn Onshore Fund, and (ii) Samlyn Partners, LLC ("Samlyn Partners"), as the general partner of Samlyn Onshore Fund. The reported securities may also be deemed to be indirectly beneficially owned by Robert Pohly as the principal of Samlyn Capital and Managing Member of Samlyn Partners. Samlyn Capital, Samlyn Partners and Robert Pohly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
(9) | The principal amount of this Series A Convertible Note is $6,520,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes. |
(10) | The principal amount of this Series A Convertible Note is $3,480,000. Each holder of a Series A Convertible Note is able to convert, in whole or in part, the outstanding balance of the Series A Convertible Note, plus all accrued but unpaid interest on the Series A Convertible Note, into shares of the Issuer's common stock at a price per share of $0.40, subject to certain anti-dilution adjustments described in the Series A Convertible Notes. |