Initial Statement of Beneficial Ownership (3)
January 17 2017 - 7:29AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Eliseev Alexey
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/6/2017
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3. Issuer Name
and
Ticker or Trading Symbol
RXi Pharmaceuticals Corp [RXII]
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(Last)
(First)
(Middle)
C/O 257 SIMARANO DRIVE, SUITE 101
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Chief Business Officer /
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(Street)
MARLBOROUGH, MA 01752
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common stock, $0.0001 par value
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817813
(1)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Series C Convertible Preferred Stock, $0.0001 par value
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(2)
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(2)
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Common stock
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331713
(1)
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(2)
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D
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Stock option (right to buy)
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(3)
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1/6/2027
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Common stock
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174384
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$0.73
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D
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Explanation of Responses:
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(
1)
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Represents securities issued to the reporting person in connection with the acquisition of MirImmune Inc. on January 6, 2017. Up to 3% of the shares are subject to a holdback for post-closing adjustments in certain circumstances. A total of 24,534 shares of common stock and 9,951 shares of Series C Convertible Preferred Stock were subject to the 3% holdback and are included in the number of securities being reported respectively.
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(
2)
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The Series C Convertible Preferred Stock will automatically convert into common stock upon approval by the Company's stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 without payment of consideration. The Series C Convertible Preferred Stock have no
expiration.
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(
3)
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The stock option vests in equal monthly installments over four years beginning on the first monthly anniversary of the grant date.
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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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Eliseev Alexey
C/O 257 SIMARANO DRIVE, SUITE 101
MARLBOROUGH, MA 01752
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Chief Business Officer
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Signatures
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Caitlin Kontulis, attorney-in-fact
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1/17/2017
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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 5(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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