Statement of Changes in Beneficial Ownership (4)
July 08 2020 - 4:59PM
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
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Venkatesan Jay |
2. Issuer Name and Ticker or Trading Symbol
EXICURE, INC.
[
XCUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EXICURE, INC., 2430 N. HALSTED ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2020 |
(Street)
CHICAGO, IL 60614
(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 | 7/6/2020 | | M | | 9310 | A | $0.65 | 311544 | D | |
Common Stock | 7/6/2020 | | M | | 12930 | A | $1.03 | 324473 | D | |
Common Stock | | | | | | | | 190957 | I | By The Venkatesan-Louizides Trust (1)(2) |
Common Stock | | | | | | | | 156858 | I | By Ayer Special Situations Fund I, LP (2)(3) |
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) | $0.65 | 7/6/2020 | | M | | | 9310 | (4) | 2/17/2024 | Common Stock | 9310 | $0.00 | 0 | D | |
Stock Option (right to buy) | $1.03 | 7/6/2020 | | M | | | 12930 | (5) | 4/28/2025 | Common Stock | 12930 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The Reporting Person is the trustee of the Venkatesan-Louizides Trust (the "Trust") and has voting or dispositive power over the shares held by the Trust. |
(2) | The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(3) | The Reporting Person is the managing director of the Ayer Special Situations Fund I, LP ("Ayer Fund") and has voting or dispositive power over the shares held by the Ayer Fund. |
(4) | This option vested 25% on October 1, 2014, and the remaining 75% vested in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions. |
(5) | This option vested in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Venkatesan Jay C/O EXICURE, INC. 2430 N. HALSTED ST. CHICAGO, IL 60614 | X |
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Signatures
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/s/ David Snyder, attorney-in-fact | | 7/8/2020 |
**Signature of Reporting Person | Date |
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