Statement of Changes in Beneficial Ownership (4)
December 20 2022 - 07:58AM
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).
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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
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * LAU JOHNSON YIU
NAM |
2. Issuer Name and Ticker or Trading
Symbol Athenex, Inc. [ ATNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
CEO and Chairman of the Board |
(Last)
(First)
(Middle)
C/O ATHENEX, INC., 1001 MAIN STREET, SUITE 600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/16/2022
|
(Street)
BUFFALO, NY 14203
(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 |
12/16/2022 |
|
A |
|
96284 |
A |
$0.1184 (1) |
4029837 |
D |
|
Common Stock |
|
|
|
|
|
|
|
678880 |
I (2)(3) |
By Avalon Biomedical (Management)
Limited (2)(3) |
Common Stock |
|
|
|
|
|
|
|
164925 |
I (3) |
By Spouse (3) |
Common Stock |
|
|
|
|
|
|
|
107181 (4) |
I (2)(3)(4) |
By Avalon Polytom (HK) Limited (2)(3)(4) |
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 |
Stock Option (Right to Buy) |
$4.55 |
|
|
|
|
|
|
1/2/2013 |
1/2/2023 |
Common Stock |
1200000 |
|
1200000 |
D |
|
Stock Option (Right to Buy) |
$7.50 |
|
|
|
|
|
|
5/22/2018 |
5/22/2025 |
Common Stock |
1400000 |
|
1400000 |
D |
|
Stock Option (Right to Buy) |
$11.00 |
|
|
|
|
|
|
6/13/2018 |
6/13/2027 |
Common Stock |
1 |
|
1 |
D |
|
Stock Option (Right to Buy) |
$9.00 |
|
|
|
|
|
|
7/17/2019 |
7/17/2025 |
Common Stock |
54904 |
|
54904 |
I (2)(3) |
By Avalon Biomedical (Management)
Limited (2)(3) |
Stock Option (Right to Buy) |
$17.30 |
|
|
|
|
|
|
3/27/2022 |
3/27/2028 |
Common Stock |
250000 |
|
250000 |
D |
|
Stock Option (Right to Buy) |
$13.17 |
|
|
|
|
|
|
(5) |
2/28/2029 |
Common Stock |
250000 |
|
250000 |
D |
|
Stock Option (Right to Buy) |
$7.32 |
|
|
|
|
|
|
12/31/2020 |
3/24/2030 |
Common Stock |
55045 |
|
55045 |
D |
|
Stock Option (Right to Buy) |
$12.45 |
|
|
|
|
|
|
(6) |
6/5/2030 |
Common Stock |
300000 |
|
300000 |
D |
|
Stock Option (Right to Buy) |
$3.80 |
|
|
|
|
|
|
(7) |
8/3/2031 |
Common Stock |
150000 |
|
150000 |
D |
|
Restricted Stock Units |
(8) |
|
|
|
|
|
|
(9) |
(9) |
Common Stock |
112500 |
|
112500 |
D |
|
Stock Option (Right to Buy) |
$0.6655 |
|
|
|
|
|
|
(10) |
7/20/2032 |
Common Stock |
250000 |
|
250000 |
D |
|
Explanation of
Responses: |
(1) |
Shares purchased from the
Issuer under a Salary Deduction and Stock Purchase Agreement at the
Nasdaq Official Closing Price on the date of purchase. |
(2) |
Avalon Biomedical
(Management) Limited ("Avalon Biomedical") is an indirect
wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon
Global"). Dr. Johnson Lau ("Dr. Lau") owns all of the outstanding
interests in Creative Decade Global Limited, which owns 34.63% of
the outstanding interests in Avalon Global, and Dr. Lau serves on
the board of directors of Avalon Global and has shared voting and
dispositive power with respect to the shares held by Avalon
Biomedical. |
(3) |
Dr. Lau disclaims beneficial
ownership of the reported securities except to the extent, if any,
of its or his pecuniary interest therein, and this report shall not
be deemed an admission that Dr. Lau is the beneficial owner of the
reported securities for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended, or for any other
purpose. |
(4) |
These shares were acquired
pursuant to the terms of a License Agreement dated as of June 29,
2018 by and between Athenex Therapeutics Limited, a wholly-owned
subsidiary of Athenex, Inc. ("Athenex") and Avalon Polytom (HK)
Limited, a majority-owned affiliate of Avalon Global. The number of
shares was determined by dividing $2.0 million by the closing price
of Athenex common stock on June 29, 2018. |
(5) |
This option vests in four
equal annual installments beginning on February 28,
2020. |
(6) |
This option vests in four
equal annual installments beginning on June 5, 2021. |
(7) |
This option vests in four
equal annual installments beginning on August 3, 2022. |
(8) |
Each restricted stock unit
represents a contingent right to receive one share of
stock. |
(9) |
The restricted stock units
vest in four equal annual installments beginning on August 3,
2022. |
(10) |
This option vests in four
equal annual installments beginning on July 20, 2023. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
LAU JOHNSON YIU NAM
C/O ATHENEX, INC.
1001 MAIN STREET, SUITE 600
BUFFALO, NY 14203 |
X |
|
CEO and Chairman of the Board |
|
Signatures
|
/s/Steven Adams, Attorney-in-Fact |
|
12/20/2022 |
**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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