Initial Statement of Beneficial Ownership (3)
January 04 2021 - 4:40PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
*
Susan L. Lindquist Family Trust |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/22/2020
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3. Issuer Name and Ticker or Trading Symbol
YUMANITY THERAPEUTICS, INC. [YMTX]
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(Last)
(First)
(Middle)
C/O NANCY E. DEMPZE HEMENWAY & BARNES,, LLP, 75 STATE STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
BOSTON, MA 02109
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 484168 (1)(2) | I | See Footnote (3) |
Common Stock | 230170 (1)(4) | I | See Footnote (5) |
Common Stock | 241257 (1)(6) | I | See Footnote (7) |
Common Stock | 228966 (1)(8) | I | See Footnote (9) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant (Right to Buy) | 2/8/2016 (10) | 8/14/2025 | Common Stock | 6038 (1)(11) | $24.05 | I | See Footnote (12) |
Explanation of Responses: |
(1) | On August 22, 2020, the Issuer (formerly known as Proteostasis Therapeutics, Inc.) entered into an Agreement and Plan of Merger and Reorganization, as amended on November 6, 2020, with Pangolin Merger Sub, Inc. ("Merger Sub"), Yumanity, Inc. (formerly known as Yumanity Therapeutics, Inc.) and Yumanity Holdings, LLC ("Holdings"). On December 22, 2020, Merger Sub was merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Immediately prior to the consummation of the Merger, Holdings was merged with and into Yumanity, Inc., with Yumanity, Inc. as the surviving entity. |
(2) | The shares were received in exchange for 2,296,358.67 shares of Yumanity, Inc. common stock in connection with the Merger. |
(3) | Shares held by Susan L. Lindquist Family Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
(4) | The shares were received in exchange for 1,091,672 shares of Yumanity, Inc. common stock in connection with the Merger. |
(5) | Shares held by Susan L. Lindquist Exempt Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
(6) | The shares were received in exchange for 1,144,257 shares of Yumanity, Inc. common stock in connection with the Merger. |
(7) | Shares held by Susan L. Lindquist Non-Exempt Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
(8) | The shares were received in exchange for 1,085,965 shares of Yumanity, Inc. common stock in connection with the Merger. |
(9) | Shares held by Susan L. Lindquist Massachusetts only Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
(10) | The warrant is fully vested on the date exercisable. |
(11) | Received in the Merger in exchange for a warrant to purchase 28,642 shares of Yumanity, Inc. common stock for $5.069 per share. |
(12) | Warrants held by Susan L. Lindquist Family Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
Remarks: The reporting persons may be deemed to be in a "group" as that term is used in Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended. Each of the reporting persons expressly disclaims such group status. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Susan L. Lindquist Family Trust C/O NANCY E. DEMPZE HEMENWAY & BARNES, LLP, 75 STATE STREET BOSTON, MA 02109 |
| X |
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Susan L. Lindquist Exempt Marital Trust C/O NANCY E. DEMPZE HEMENWAY & BARNES, LLP, 75 STATE STREET BOSTON, MA 02109 |
| X |
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Susan L. Lindquist Massachusetts Non-Exempt Marital Trust C/O NANCY E. DEMPZE HEMENWAY & BARNES, LLP, 75 STATE STREET BOSTON, MA 02109 |
| X |
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Susan L. Lindquist Massachusetts Only Marital Trust C/O NANCY E. DEMPZE HEMENWAY & BARNES, LLP, 75 STATE STREET BOSTON, MA 02109 |
| X |
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Signatures
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Susan L. Lindquist Family Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | | 1/4/2021 |
**Signature of Reporting Person | Date |
Susan L. Lindquist Exempt Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | | 1/4/2021 |
**Signature of Reporting Person | Date |
Susan L. Lindquist Non-Exempt Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | | 1/4/2021 |
**Signature of Reporting Person | Date |
Susan L. Lindquist Massachusetts only Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | | 1/4/2021 |
**Signature of Reporting Person | Date |
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