Statement of Changes in Beneficial Ownership (4)
April 04 2019 - 6:51PM
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
*
Phelan Nancy R.
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2. Issuer Name
and
Ticker or Trading Symbol
Adhera Therapeutics, Inc.
[
ATRX
]
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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)
CEO and Secretary
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(Last)
(First)
(Middle)
C/O ADHERA THERAPEUTICS, INC., 4721 EMPEROR BOULEVARD, SUITE 350
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2019
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(Street)
DURHAM, NC 27703
(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)
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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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Options to purchase common stock
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$0.37
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4/4/2019
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A
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1500000
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(1)
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4/4/2029
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common stock
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1500000
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$0
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1500000
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D
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Explanation of Responses:
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(1)
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Options to purchase 400,000 shares of common stock vested on April 4, 2019, options to purchase 600,000 shares of common stock shall vest in equal monthly installments over a two year period beginning on April 4, 2020, options to purchase 250,000 shares of common stock shall vest on such date (if any) that the Issuer determines that the reporting person has earned the "2019 Revenue Bonus" (as defined in the Employment Agreement dated April 4, 2019 by and between the Issuer and the reporting person (the "Employment Agreement")), and options to purchase 250,000 shares of common stock shall vest on such date (if any) that the Issuer determines that the reporting person has earned the "2019 Stock Price Bonus" (as defined in the Employment Agreement).
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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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Phelan Nancy R.
C/O ADHERA THERAPEUTICS, INC.
4721 EMPEROR BOULEVARD, SUITE 350
DURHAM, NC 27703
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X
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CEO and Secretary
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Signatures
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/s/ Nancy R. Phelan
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4/4/2019
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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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