Statement of Changes in Beneficial Ownership (4)
October 20 2016 - 4:04PM
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
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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
*
Kent Richard S
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2. Issuer Name
and
Ticker or Trading Symbol
CEMPRA, INC.
[
CEMP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O INTERSOUTH PARTNERS, 102 CITY HALL PLAZA, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/4/2015
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(Street)
DURHAM, NC 27701
(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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392
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D
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Common Stock
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3/4/2015
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M
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15000
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A
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$13.10
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15392
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D
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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 (Right to Buy)
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$13.10
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3/4/2015
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M
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15000
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(1)
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1/7/2024
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Common Stock
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15000
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$0.00
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0
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D
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Stock Option (Right to Buy)
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$7.62
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(2)
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3/19/2022
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Common Stock
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15000
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15000
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D
(3)
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Stock Option (Right to Buy)
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$6.79
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(4)
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2/3/2023
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Common Stock
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15000
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15000
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D
(3)
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Stock Option (Right to Buy)
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$23.51
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(5)
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12/31/2024
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Common Stock
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15000
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15000
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D
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Stock Option (Right to Buy)
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$31.13
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(6)
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12/31/2025
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Common Stock
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15000
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15000
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D
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Explanation of Responses:
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(
1)
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The option vests according to the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2014.
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(
2)
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The option vests according to the following schedule: 1/12th of the shares vest at the end of each month, beginning 03/31/12.
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(
3)
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These stock options are held by Dr. Kent for the benefit of InterSouth Partners. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
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(
4)
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The option vests according to the following schedule: 1/12th of the shares vest at the end of each month, beginning 01/31/13.
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(
5)
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The option vests on the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2015.
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(
6)
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The option vests on the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2016.
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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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Kent Richard S
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200
DURHAM, NC 27701
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X
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Signatures
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/s/ Alexander M. Donaldson, by Power of Attorney
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10/20/2016
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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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