Statement of Changes in Beneficial Ownership (4)
September 11 2019 - 5:39PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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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DRACHMAN JONATHAN G |
2. Issuer Name and Ticker or Trading Symbol
Neoleukin Therapeutics, Inc.
[
NLTX
]
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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) See Remarks
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(Last)
(First)
(Middle)
C/O NEOLEUKIN THERAPEUTICS, INC., 401 TERRY AVENUE NORTH |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/9/2019
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(Street)
SEATTLE, WA 98109
(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
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9/9/2019
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P
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76822
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A
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$2.845 (1)
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411250
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D
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Common Stock
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9/10/2019
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P
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36742
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A
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$3.0834 (2)
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447992
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D
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Common Stock
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9/11/2019
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P
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136436
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A
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$3.2975 (3)
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584428
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D
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Series A Preferred Stock (4)
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7428
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Explanation of Responses:
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(1)
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Represents the weighted average purchase price. The lowest price at which shares were purchased was $2.82 and the highest price at which shares were purchased was $2.85. The reporting person undertakes to provide upon request to the staff of the Securities Exchange Commission, the issuer or its stockholders, full information regarding the total number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.
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(2)
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Represents the weighted average purchase price. The lowest price at which shares were purchased was $3.00 and the highest price at which shares were purchased was $3.10.
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(3)
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Represents the weighted average purchase price. The lowest price at which shares were purchased was $3.06 and the highest price at which shares were purchased was $3.50.
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(4)
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Each share of Series A Convertible Preferred Stock will become convertible into 100 shares of the Issuer's Common Stock, subject to and contingent upon the approval of the Issuer's stockholders in accordance with the Nasdaq Stock Market Rules. Under the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated August 5, 2019, among the Issuer, Aquinox Pharmaceuticals, Inc. and Apollo Sub, Inc., the Issuer has agreed to use commercially reasonable efforts to call and hold a meeting of the Issuer's stockholders to obtain the requisite approval for the conversion of the Series A Convertible Preferred Stock into shares of Common Stock, for purposes of the Nasdaq Stock Market Rules, as soon as practicable and in any event no later than 100 days after the date of the Merger Agreement.
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Remarks: President and Chief Executive Officer |
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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DRACHMAN JONATHAN G C/O NEOLEUKIN THERAPEUTICS, INC. 401 TERRY AVENUE NORTH SEATTLE, WA 98109
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X
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See Remarks
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Signatures
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/s/ Kamran Alam, Attorney-in-fact for Jonathan G. Drachman
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9/11/2019
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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 4(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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