Statement of Changes in Beneficial Ownership (4)
May 08 2015 - 1:08PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Ayer Capital Management, LP
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2. Issuer Name
and
Ticker or Trading Symbol
Lion Biotechnologies, Inc.
[
LBIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
616 CORPORATE WAY, SUITE 2-4931
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2015
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(Street)
VALLEY COTTAGE, NY 10989
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/1/2015
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5/6/2015
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S
(3)
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2780682
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D
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$9.6208
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2823333
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I
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See Footnote
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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These securities are held by investment funds and a managed account, the investment advisor of which is Ayer Capital Management, LP (the "Advisor"), ACM Capital Partners, LLC ("ACM")is the General Partner of the Advisor, Ayer Capital Partners, LLC (the "GP") is the General Partner of the investment funds. Mr. Venkatesan is the managing member of ACM and the General Partner of the GP.
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(
2)
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Each of the Advisor, ACM, the GP, and Mr. Venkatesan disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest thereof, and the filing of this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
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(
3)
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The sale of securities were sold in an underwritten secondary offering of 4,750,000 shares of Lion's common stock at a price to the public of $10.00 per share with a 0.375 gross spread to the underwriters. All shares were offered by the selling stockholders, including certain members of Board of Directors of the Company and certain of their affiliates. Lion Biotechnologies will not sell any shares or receive any proceeds from the offering.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ayer Capital Management, LP
616 CORPORATE WAY, SUITE 2-4931
VALLEY COTTAGE, NY 10989
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X
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Ayer Capital Partners, LLC
616 CORPORATE WAY, SUITE 2-4931
VALLEY COTTAGE, NY 10989
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X
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ACM Capital Partners, LLC
616 CORPORATE WAY, SUITE 2-4931
VALLEY COTTAGE, NY 10989
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X
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Signatures
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On behalf of Ayer Capital Partners, LLC, Jay Venkatesan,General Parnter
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5/6/2015
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**
Signature of Reporting Person
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Date
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On behalf of Ayer Capital Management, LP, Jay Venkatesan, Managing Member
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5/6/2015
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**
Signature of Reporting Person
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Date
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Jay Venkatesan
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5/6/2015
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**
Signature of Reporting Person
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Date
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On behalf of ACM Capital Partners LLC, Jay Venkatesan, Managing Member
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5/6/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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