Statement of Changes in Beneficial Ownership (4)
February 05 2020 - 4:12PM
Edgar (US Regulatory)
FORM 4
[X]
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
*
NEIL GARRY ARTHUR |
2. Issuer Name and Ticker or Trading Symbol
Aevi Genomic Medicine, Inc.
[
GNMX
]
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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 AEVI GENOMIC MEDICINE, INC., 435 DEVON PARK DRIVE, SUITE 715 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2020 |
(Street)
WAYNE, PA 19087
(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 | 2/3/2020 | | D | | 2164150 | D | (1) | 0 | 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 |
Stock Option (Right to Purchase) | $4.22 | 2/3/2020 | | D | | | 900000 | (2) | 9/13/2023 | Common Stock | 900000 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $6.45 | 2/3/2020 | | D | | | 13532 | (3) | 4/16/2024 | Common Stock | 13532 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $7.01 | 2/3/2020 | | D | | | 200000 | (4) | 2/18/2025 | Common Stock | 200000 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $4.83 | 2/3/2020 | | D | | | 200000 | (5) | 4/15/2026 | Common Stock | 200000 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $4.91 | 2/3/2020 | | D | | | 200000 | (6) | 2/17/2027 | Common Stock | 200000 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $1.32 | 2/3/2020 | | D | | | 100000 | (7) | 8/11/2027 | Common Stock | 100000 | $0 | 0 | D | |
Warrant (Right to Purchase) | $2.84 | 2/3/2020 | | D | | | 13334 | (8) | 10/17/2022 | Common Stock | 13334 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $1.51 | 2/3/2020 | | D | | | 300000 | (9) | 5/14/2028 | Common Stock | 300000 | $0 | 0 | D | |
Stock Option (Right to Purchase) | $1.55 | 2/3/2020 | | D | | | 261000 | (10) | 4/17/2028 | Common Stock | 261000 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger and Reorganization by and among Cerecor Inc. ("Cerecor"), Genie Merger Sub, Inc., Second Genie Merger Sub, LLC and issuer (the "Merger"). At the effective time of the Merger, holders of issuer common stock received (A) the fraction of a share of Cerecor common stock equal to the exchange ratio of 0.0334 (B) one contingent value right, which represents the right to receive contingent payments upon the achievement of certain milestones and (C) cash in lieu of any fractional shares of Cerecor common stock. |
(2) | This option, which became exercisable on September 13, 2014, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(3) | This option, which became exercisable on April 16, 2014, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(4) | This option, which became exercisable on February 18, 2016, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(5) | This option, which became exercisable on April 15, 2017, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(6) | This option, which became exercisable on February 17, 2018, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(7) | The option, which became exercisable beginning on August 11, 2018, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(8) | This warrant, which was issued pursuant to a Securities Purchase Agreement dated August 9, 2017, was subsequently amended by the Amendment Agreement of Warrants to Purchase Common Stock dated December 5, 2019, whereby immediately prior to the Merger the warrants were automatically exercised in a cashless exercise. Given the exercise price of the outstanding warrants, the cashless exercise resulted in no shares of common stock being issued and the warrant was rendered null and void. |
(9) | The option, which became exercisable on May 14, 2019, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
(10) | The option, which became exercisable on April 17, 2019, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NEIL GARRY ARTHUR C/O AEVI GENOMIC MEDICINE, INC. 435 DEVON PARK DRIVE, SUITE 715 WAYNE, PA 19087 |
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| Chief Scientific Officer |
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Signatures
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/s/ Garry A. Neil | | 2/5/2020 |
**Signature of Reporting Person | Date |
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