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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 5.44 | (2) | 06/28/2029 | Common Stock | 117 (3) | 117 | D | ||||||||
Stock Option (Right to Buy) | $ 4.98 | (4) | 05/24/2029 | Common Stock | 300,000 | 300,000 | D | ||||||||
Stock Option (Right to Buy) | $ 5.17 | (5) | 04/15/2029 | Common Stock | 300,000 | 300,000 | D | ||||||||
Stock Option (Right to Buy) | $ 5.84 | (2) | 03/29/2029 | Common Stock | 882 | 882 | D | ||||||||
Stock Option (Right to Buy) | $ 3.23 | (2) | 12/31/2028 | Common Stock | 1,504 | 1,504 | D | ||||||||
Stock Option (Right to Buy) | $ 4.67 | (2) | 09/28/2028 | Common Stock | 990 | 990 | D | ||||||||
Stock Option (Right to Buy) | $ 4.34 | (2) | 06/29/2028 | Common Stock | 1,012 | 1,012 | D | ||||||||
Stock Option (Right to Buy) | $ 3.71 | (2) | 05/14/2028 | Common Stock | 8,357 | 8,357 | D | ||||||||
Stock Option (Right to Buy) | $ 4.14 | (6) | 04/06/2028 | Common Stock | 16,714 | 16,714 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pedder Simon C/O CERECOR INC. 540 GAITHER ROAD, SUITE 400 ROCKVILLE, MD 20850 |
X | Executive Chairman of the Bd |
/s/ Donald R. Reynolds, by Power of Attorney | 04/13/2020 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares forfeited to the Issuer in connection with the satisfaction of tax liabilities incurred upon the vesting of restricted stock granted May 24, 2019. |
(2) | The stock option is fully vested. |
(3) | Granted for service on the Board of Directors as a non-employee Board member prior to appointment to Executive Chairman of the Board. |
(4) | The stock option was granted on May 24, 2019. One-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $8.00 per share for three consecutive trading days. The next one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $10.50 per share for three consecutive trading days. The final one-third of the shares subject to the option will vest upon the Issuer's common stock closing at or above $13.00 per share for three consecutive trading days. |
(5) | The stock option was granted on April 15, 2019. One-third of the shares subject to the stock option will vest on the first anniversary of the date of grant, and the remaining two-thirds of the shares subject to the stock option will vest in equal monthly installments over the following 24 months, provided the Reporting Person is then still providing continuous service as an employee, director or consultant. |
(6) | The stock option will vest in three substantially equal installments on April 6, 2019, 2020 and 2021, provided the Reporting Person is then still providing continuous service as an employee, director or consultant. |