Statement of Changes in Beneficial Ownership (4)
May 04 2021 - 4:28PM
Edgar (US Regulatory)
FORM 4
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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
*
Hansen Gwenn |
2. Issuer Name and Ticker or Trading Symbol
Nurix Therapeutics, Inc.
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NRIX
]
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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 Scientific Officer |
(Last)
(First)
(Middle)
C/O NURIX THERAPEUTICS, INC., 1700 OWENS STREET, SUITE 205 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2021 |
(Street)
SAN FRANCISCO, CA 94158
(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 | 5/3/2021 | | M(1) | | 800 | A | $7.26 | 14604 | D | |
Common Stock | 5/3/2021 | | S(1) | | 800 | D | $34.995 (2) | 13804 | 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 |
Employee Stock Option (right to buy) | $7.26 | 5/3/2021 | | M (1) | | | 800 | (3) | 2/26/2030 | Common Stock | 800 | $0.00 | 72666 | D | |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person. |
(2) | Represents the weighted average sale price. The lowest price at which shares were sold was $34.99 and the highest price at which shares were sold was $35.00. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. |
(3) | The stock option vests as to 1/48 of the total shares monthly beginning February 18, 2020 until the option is fully vested on January 18, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option contains an early-exercise provision and is exercisable as to unvested shares, subject to the Issuer's right of repurchase. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hansen Gwenn C/O NURIX THERAPEUTICS, INC. 1700 OWENS STREET, SUITE 205 SAN FRANCISCO, CA 94158 |
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| Chief Scientific Officer |
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Signatures
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/s/ Christine Ring, as Attorney-in-Fact for Gwenn Hansen | | 5/4/2021 |
**Signature of Reporting Person | Date |
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