Statement of Changes in Beneficial Ownership (4)
April 29 2021 - 5:47PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Dawson Michael John |
2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC.
[
PALI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Medical Officer |
(Last)
(First)
(Middle)
C/O PALISADE BIO, INC., 5800 ARMADA DR., SUITE 210 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/27/2021 |
(Street)
CARLSBAD, CA 92008
(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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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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $27.59 | 4/27/2021 | | A | | 5438 | | (1) | 2/10/2027 | Common Stock | 5438 | (2) | 5438 | D | |
Stock Option (Right to Buy) | $53.33 | 4/27/2021 | | A | | 20391 | | (3) | 7/24/2028 | Common Stock | 20391 | (4) | 20391 | D | |
Stock Option (Right to Buy) | $41.20 | 4/27/2021 | | A | | 5084 | | (5) | 3/22/2029 | Common Stock | 5084 | (6) | 5084 | D | |
Stock Option (Right to Buy) | $41.20 | 4/27/2021 | | A | | 1962 | | (1) | 3/22/2029 | Common Stock | 1962 | (7) | 1962 | D | |
Stock Option (Right to Buy) | $26.85 | 4/27/2021 | | A | | 2800 | | (1) | 2/19/2030 | Common Stock | 2800 | (8) | 2800 | D | |
Explanation of Responses: |
(1) | The stock option vested in four equal quarterly installments from the vesting commencement date. |
(2) | Received in exchange for a stock option to acquire 200,000 shares of common stock of Leading BioSciences, Inc. ("LBS") for $0.75 per share, pursuant to the Agreement and Plan of Merger, dated December 16, 2020, among Seneca Biopharma Inc., Townsgate Acquisition Sub 1, Inc. and LBS (the "Merger"). Per the terms of the Merger, each share of LBS's common stock was converted into the right to receive 0.02719 shares of Seneca's common stock. In the Merger, the name of the Issuer was changed from Seneca Biopharma, Inc. to Palisade Bio, Inc. |
(3) | The stock option vests according to the following schedule: 17% of the shares underlying the option vests on grant date and the remaining 83% vests in 10 quarterly installments thereafter beginning on September 30, 2018. |
(4) | Received in the Merger in exchange for a stock option to acquire 750,000 shares of LBS common stock for $1.45 per share. |
(5) | The stock option vests according to the following schedule: 33% of the shares underlying the option vests on grant date and the remaining 67% vests in eight equal quarterly installments thereafter beginning on March 31, 2019. |
(6) | Received in the Merger in exchange for a stock option to acquire 187,000 shares of LBS common stock for $1.12 per share. |
(7) | Received in the Merger in exchange for a stock option to acquire 72,200 shares of LBS common stock for $1.12 per share. |
(8) | Received in the Merger in exchange for a stock option to acquire 103,000 shares of LBS common stock for $0.73 per share. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dawson Michael John C/O PALISADE BIO, INC. 5800 ARMADA DR., SUITE 210 CARLSBAD, CA 92008 |
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| Chief Medical Officer |
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Signatures
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/s/ JD Finley, Attorney-in-Fact for Michael Dawson | | 4/29/2021 |
**Signature of Reporting Person | Date |
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