Initial Statement of Beneficial Ownership (3)
December 28 2018 - 4:33PM
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
*
Leen Ann M.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
12/21/2018
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3. Issuer Name
and
Ticker or Trading Symbol
Marker Therapeutics, Inc. [MRKR]
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(Last)
(First)
(Middle)
5 WEST FORSYTH STREET, SUITE 200
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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 Scientific Officer /
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(Street)
JACKSONVILLE, FL 32202
(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)
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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
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1993059
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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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Warrants to Acquire Common Stock
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10/17/2018
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10/17/2023
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Common Stock
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722783
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$2.99
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D
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Employee Stock Option (Right to Buy)
(1)
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(1)
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10/19/2028
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Common Stock
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500000
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$9.18
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D
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Explanation of Responses:
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(1)
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Represents options granted under the Company's 2014 Omnibus Stock Ownership Plan, as amended, that were granted in connection with entering into a consulting agreement with the Company to serve as the Company's Chief Scientific Officer. One quarter of the shares vest on the first anniversary of the grant date and the remainder of the shares subsequently vest in equal monthly installments over a three year period upon the continued performance of services by the Reporting Person to the Company through the vesting dates. The option exercise price is the closing price on the date of the grant, October 19, 2018.
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Remarks:
* Mr. Mark A. Catchur is signing as Attorney-in-Fact pursuant to power of attorney dated December 21, 2018 granted by each Reporting Person, a copy of which is filed as an exhibit and incorporated herein by reference.
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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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Leen Ann M.
5 WEST FORSYTH STREET
SUITE 200
JACKSONVILLE, FL 32202
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Chief Scientific Officer
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Signatures
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/s/ Mark A. Catchur as Attorney-In-Fact for Ann M. Leen*
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12/28/2018
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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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