Statement of Changes in Beneficial Ownership (4)
May 31 2016 - 4:53PM
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
*
Aurentz Vincent
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2. Issuer Name
and
Ticker or Trading Symbol
EPIRUS Biopharmaceuticals, Inc.
[
EPRS
]
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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 Business Officer
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(Last)
(First)
(Middle)
C/O EPIRUS BIOPHARMACEUTICALS, INC., 699 BOYLSTON STREET, 8TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2016
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(Street)
BOSTON, MA 02116
(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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Restricted Stock Units
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(1)
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5/27/2016
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A
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230000
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(1)
(2)
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(1)
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Common Stock
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230000
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$0.00
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230000
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D
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Explanation of Responses:
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(
1)
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Represents an award of restricted stock units ("RSUs"), each of which represents a contingent right to receive a share of the Issuer's common stock and has no expiration date. The award will vest over two years according to the following vesting schedule: (i) if a sale of the Issuer's B0W15 program occurs on or before May 27, 2017, then (a) 40% of the RSUs will vest on the date of such sale (the "Sale Date"), (b) 30% of the RSUs will vest on May 27, 2017 and (c) 30% of the RSUs will vest on May 27, 2018, and (ii) if the Sale Date does not occur on or prior to May 27, 2017, then (a) 50% of the RSUs will vest on May 27, 2017 and (b) 50% of the RSUs will vest on May 27, 2018; in any event provided the Reporting Person remains continuously employed by the Issuer through each vesting date.
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(
2)
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The vesting of any unvested portion of the award will be immediately accelerated if the Reporting Person's employment is terminated without cause, other than due to the Reporting Person's voluntary resignation, prior to the award being fully vested.
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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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Aurentz Vincent
C/O EPIRUS BIOPHARMACEUTICALS, INC.
699 BOYLSTON STREET, 8TH FLOOR
BOSTON, MA 02116
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Chief Business Officer
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Signatures
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/s/ Robert Ticktin, Attorney-in-fact
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5/31/2016
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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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