Statement of Changes in Beneficial Ownership (4)
September 22 2016 - 5:05PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
DAN LESLIE
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2. Issuer Name
and
Ticker or Trading Symbol
Eleven Biotherapeutics, Inc.
[
EBIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ELEVEN BIOTHERAPEUTICS, INC., 215 FIRST STREET, SUITE 400
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/20/2016
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(Street)
CAMBRIDGE, MA 02142
(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)
_
X
_ Form filed by One Reporting Person
___ 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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9/20/2016
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A
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3582328
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A
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(1)
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3582328
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I
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See Footnote
(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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Stock Option
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$3.37
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9/20/2016
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A
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16143
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(3)
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9/19/2026
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Common Stock
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16143.0
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$0
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16143
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D
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Explanation of Responses:
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(
1)
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The reporting person acquired 3,582,328 shares of issuer common stock in exchange for an 89.2585% interest in Viventia Bio Inc. pursuant to the issuer's purchase of all of the outstanding capital stock of Viventia Bio Inc. on September 20, 2016. Of the 3,582,328 shares issued to the reporting person in the transaction, 358,232 shares are currently being held in escrow and are subject to forfeiture during the 15-month period following the transaction to satisfy claims arising as a result of Viventia Bio Inc.'s or Clairmark Investments Ltd.'s breach of any of their respective representations, warranties or covenants in the share purchase agreement.
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(
2)
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The securities are directly held by Clairmark Investments Ltd. The Reporting Person is President and 100% shareholder of Clairmark Investments Ltd.
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(
3)
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This option was granted on September 20, 2016 and vests over three years with 1/36th of the shares subject to the option vesting at the end of each successive one-month period following the date of grant.
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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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DAN LESLIE
C/O ELEVEN BIOTHERAPEUTICS, INC.
215 FIRST STREET, SUITE 400
CAMBRIDGE, MA 02142
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X
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X
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Signatures
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/s/ Leslie L. Dan
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9/22/2016
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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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