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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stern Jon Leland
2. Issuer Name and Ticker or Trading Symbol

CohBar, Inc. [ CWBR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Operating Officer
(Last)          (First)          (Middle)

1455 ADAMS DRIVE, SUITE 2050, MENLO BUSINESS PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2018
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   4/13/2018     X    6982   D $0.50   589982   D    
Common Stock                  11000   (1) I   By Child A  
Common Stock                  11000   (1) I   By Child B  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Warrants (right to buy)   $0.50   4/13/2018     X         6982    1/9/2014     (2) Common Stock   6982     (3) 0   D    
Warrants (right to buy)   $5.30   4/13/2018     P      8000       4/13/2018   3/29/2021   Common Stock   8000     (4) 8000   D    

Explanation of Responses:
(1)  Consists of previously reported shares directly beneficially owned by the reporting person.
(2)  The warrants expire on the earlier to occur of January 9, 2019 or certain liquidation events.
(3)  The subject warrant was issued pursuant to a Note and Warrant Purchase Agreement, dated January 9, 2014 (the "2014 Agreement"), between the issuer, the Reporting Person and the other note purchasers thereunder. Each Purchaser under the 2014 Agreement received a warrant to purchase 6,982 shares of common stock in connection with their purchases of $70,000 principal amount of zero interest convertible promissory notes.
(4)  The subject warrant was issued pursuant to a Note and Warrant Purchase Agreement (the "2018 Agreement") between the Issuer and the Reporting Person. Purchasers under the 2018 Agreement received a warrant to purchase one share of common stock for each $5.00 original principal amount of the non-convertible unsecured promissory note purchased under the 2018 Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stern Jon Leland
1455 ADAMS DRIVE, SUITE 2050
MENLO BUSINESS PARK
MENLO PARK, CA 94025
X
Chief Operating Officer

Signatures
/s/ Jeffrey F. Biunno, Attorney-in-fact for Jon Stern 4/16/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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