Statement of Changes in Beneficial Ownership (4)
April 24 2020 - 5:33PM
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
*
Keyes Jason A |
2. Issuer Name and Ticker or Trading Symbol
Equillium, Inc.
[
EQ
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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 Financial Officer |
(Last)
(First)
(Middle)
2223 AVENIDA DE LA PLAYA, SUITE 105 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/22/2020 |
(Street)
LA JOLLA, CA 92037
(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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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 buy) | $7.16 | 4/22/2020 | | D | | | 70000 | (1) | 2/12/2029 | Common Stock | 70000 | (2) | 0 | D | |
Stock Option (right to buy) | $2.45 | 4/22/2020 | | A | | 70000 | | (1) | 2/12/2029 | Common Stock | 70000 | (2) | 70000 | D | |
Stock Option (right to buy) | $4.75 | 4/22/2020 | | D | | | 90000 | (1) | 12/9/2029 | Common Stock | 90000 | (3) | 0 | D | |
Stock Option (right to buy) | $2.45 | 4/22/2020 | | A | | 90000 | | (1) | 12/9/2029 | Common Stock | 90000 | (3) | 90000 | D | |
Explanation of Responses: |
(1) | Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years. |
(2) | Effective April 22, 2020, the Board of Directors of the Company approved an option repricing which resulted in, for purposes of Section 16 of the Exchange Act, the cancellation of this option granted to him on February 13, 2019, in exchange for a new option having a lower exercise price of $2.45 per share, which is the closing price of the Company's common stock on April 22, 2020. All of the other terms of the option remained unchanged. |
(3) | Effective April 22, 2020, the Board of Directors of the Company approved an option repricing which resulted in, for purposes of Section 16 of the Exchange Act, the cancellation of this option granted to him on December 10, 2019, in exchange for a new option having a lower exercise price of $2.45 per share, which is the closing price of the Company's common stock on April 22, 2020. All of the other terms of the option remained unchanged. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Keyes Jason A 2223 AVENIDA DE LA PLAYA, SUITE 105 LA JOLLA, CA 92037 |
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| Chief Financial Officer |
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Signatures
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/s/ Jason A. Keyes | | 4/24/2020 |
**Signature of Reporting Person | Date |
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