Statement of Changes in Beneficial Ownership (4)
December 22 2020 - 4:19PM
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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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
*
Litchman Manuel MD |
2. Issuer Name and Ticker or Trading Symbol
MUSTANG BIO, INC.
[
MBIO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
377 PLANTATION STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/31/2020 |
(Street)
WORCESTER, MA 01605
(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 | 8/31/2020 | | A | | 5000 (1) | A | $2.48 | 493846 (2) | D | |
COMMON STOCK | 9/15/2020 | | A | | 61000 (3) | A | $0 | 554846 (2) | D | |
COMMON STOCK | 12/15/2020 | | P | | 100000 | A | $2.91 (4) | 654846 (2) | D | |
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 |
Explanation of Responses: |
(1) | These shares were acquired under the Mustang Bio, Inc. Employee Share Purchase Plan ("ESPP") for the ESPP purchase period beginning on March 1, 2020 and ending on August 31, 2020 in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). In accordance with the terms of the ESPP, these shares were purchased at a price equal to 85% of the fair market value closing price of the Issuer's ordinary shares on February 28, 2020 (the purchase date of the offering period). |
(2) | Includes restricted share units, which vest over various time periods. |
(3) | 61,000 shares are restricted share units which vest over various time periods. |
(4) | Reflects the weighted average purchase price of multiple same-way open market purchase transactions effected by the Reporting Person on the same day at different prices through a purchase order executed by a broker-dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The range of prices for the purchase transactions on December 15, 2020, was $2.85 to $2.98. The Reporting Person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the Issuer, or a shareholder of the Issuer, full information regarding the number of shares purchased at each separate price. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Litchman Manuel MD 377 PLANTATION STREET WORCESTER, MA 01605 | X |
| President and CEO |
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Signatures
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/s/ Manuel Litchman | | 12/22/2020 |
**Signature of Reporting Person | Date |
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