Statement of Changes in Beneficial Ownership (4)
November 07 2017 - 4:07PM
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
*
Breum Casper
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2. Issuer Name
and
Ticker or Trading Symbol
Spero Therapeutics, Inc.
[
SPRO
]
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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 LUNDBECKFOND INVEST A/S, SCHERFIGSVEJ 7
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/6/2017
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(Street)
COPENHAGEN, G7 DK-2100
(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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11/6/2017
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C
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289102
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A
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(2)
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289102
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I
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Lundbeckfond Invest A/S
(3)
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Common Stock
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11/6/2017
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C
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179450
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A
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(2)
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468552
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I
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Lundbeckfond Invest A/S
(3)
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Common Stock
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11/6/2017
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C
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408937
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A
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(2)
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877489
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I
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Lundbeckfond Invest A/S
(3)
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Common Stock
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11/6/2017
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P
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214285
(1)
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A
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$14.00
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1091774
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I
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Lundbeckfond Invest A/S
(3)
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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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Series A Preferred Stock
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(2)
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11/6/2017
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C
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1153846
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(2)
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(2)
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Common Stock
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289102
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$0.00
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0
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I
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Lundbeckfond Invest A/S
(3)
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Series B Preferred Stock
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(2)
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11/6/2017
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C
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681818
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(2)
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(2)
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Common Stock
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179450
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$0.00
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0
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I
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Lundbeckfond Invest A/S
(3)
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Series C Preferred Stock
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(2)
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11/6/2017
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C
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2485272
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(2)
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(2)
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Common Stock
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408937
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$0.00
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0
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I
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Lundbeckfond Invest A/S
(3)
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Explanation of Responses:
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(1)
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Reflects shares of the Issuer's common stock that were purchased in connection with the Issuer's initial public offering.
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(2)
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Amount of underlying securities reflects the application of the applicable conversion ratio as set forth in the Issuer's Amended and Restated Certificate of Incorporation in effect immediately prior to the closing of the initial public offering (as adjusted by the 1-for-6.0774 reverse stock split of the Issuer's common stock effected on October 20, 2017). The preferred stock had no expiration date.
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(3)
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Shares held by Lundbeckfond Invest A/S. The Reporting Person shares voting and investment power with respect to the shares held by Lundbeckfond Invest A/S and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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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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Breum Casper
C/O LUNDBECKFOND INVEST A/S
SCHERFIGSVEJ 7
COPENHAGEN, G7 DK-2100
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X
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Signatures
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/s/ Matthew Tikonoff, Attorney-in-Fact for Casper Breum
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11/7/2017
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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 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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