Initial Statement of Beneficial Ownership (3)
January 12 2018 - 5:45PM
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
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MORRIS JESSICA EDGAR
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/4/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [TNXP]
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(Last)
(First)
(Middle)
509 MADISON AVE. - SUITE 306
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer /
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(Street)
NEW YORK, NY 10022
(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, $0.001 par value per share
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1338
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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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Stock Option
(1)
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2/11/2015
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2/11/2024
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Common Stock
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600
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$158.80
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D
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Stock Option
(2)
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6/17/2015
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6/17/2024
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Common Stock
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1100
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$98.70
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D
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Stock Option
(3)
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10/29/2015
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10/29/2024
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Common Stock
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1100
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$66.80
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D
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Stock Option
(4)
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2/25/2016
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2/25/2025
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Common Stock
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1400
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$59.50
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D
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Stock Option
(5)
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2/9/2017
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2/9/2026
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Common Stock
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3000
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$50.30
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D
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Stock Option
(6)
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(6)
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2/9/2026
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Common Stock
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3000
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$50.30
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D
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Stock Option
(7)
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3/1/2018
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3/1/2017
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Common Stock
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9000
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$5.50
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D
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Explanation of Responses:
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(1)
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The option was granted on February 11, 2014 pursuant to the Issuer's 2012 Incentive Stock Option Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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(2)
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The option was granted on June 17, 2014 pursuant to the Issuer's 2014 Stock Incentive Plan (the "Plan"). The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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(3)
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The option was granted on October 29, 2014 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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(4)
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The option was granted on February 25, 2015 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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(5)
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The option was granted on February 9, 2016 pursuant to the Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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(6)
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The option was granted on February 9, 2016 pursuant to the Plan. The option vests 1/3rd upon each of the dates that the stock price of the Issuer's common stock has an average closing sales price equal to or exceeding $6.00, $7.00 and $8.00 per share for 20 consecutive trading days.
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(7)
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The option was granted on March 1, 2017 pursuant to the Issuer's 2016 Stock Incentive Plan. The option vests 1/3rd on the first anniversary of issuance and 1/36th each month thereafter for 24 months.
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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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MORRIS JESSICA EDGAR
509 MADISON AVE. - SUITE 306
NEW YORK, NY 10022
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Chief Operating Officer
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Signatures
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/s/ Jessica Edgar Morris
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1/12/2017
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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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