SEC Form 4 · accession 0001437749-16-023550

CervoMed Inc. · CRVO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark T Giles

Director

Period of report

Jan 8, 2016

Accepted (ET)

Jan 12, 2016 · 7:53 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001053691

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 8, 2016	A	44,069	—	A	44,069	I	By the VNB Trust IRA fbo Mark T. Giles
Common Stock^F2,F3	Jan 8, 2016	A	6,296,346	—	A	6,296,346	I	By PANDA Holdings, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F4	$0.22	Jan 8, 2016	A	98,621	A	May 17, 2012	May 17, 2022	Common Stock	98,621	98,621	D
Stock Option (Right to Buy)^F5,F6	$0.22	Jan 8, 2016	A	91,316	A	—	Oct 9, 2022	Common Stock	91,316	91,316	D
Stock Option (Right to Buy)^F7,F6	$0.62	Jan 8, 2016	A	182,632	A	—	Oct 5, 2023	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F8,F6	$0.42	Jan 8, 2016	A	182,632	A	—	Dec 1, 2024	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F9,F6	$0.55	Jan 8, 2016	A	365,265	A	—	Oct 30, 2025	Common Stock	365,265	365,265	D

Explanation of responses

F1Received in exchange for 12,065 units of Diffusion Pharmaceuticals LLC ("Diffusion") in connection with the consummation of the merger (the "Merger") of Diffusion and a wholly-owned subsidiary of the Issuer ("Merger Sub") on January 8, 2016 based upon the exchange rate set forth in the Agreement and Plan of Merger (the "Merger Agreement"), dated December 15, 2015, by and among the Issuer, Diffusion and Merger Sub.
F2Received in exchange for 1,723,771 units of Diffusion in connection with the consummation of the Merger on January 8, 2016 based upon the exchange rate set forth in the Merger Agreement.
F3Mr. Giles is the managing member of Panda Holdings, LLC and may be deemed to be the beneficial owner of such securities. Mr. Giles disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4In connection with the consummation of the Merger, an option originally granted on May 17, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer..
F5In connection with the consummation of the Merger, an option originally granted on October 9, 2012 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.
F6The shares underlying the options vest in equal parts each month until fully vested on the third anniversary of the grant date.
F7In connection with the consummation of the Merger, an option originally granted on October 5, 2013 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.
F8In connection with the consummation of the Merger, an option originally granted on December 1, 2014 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.
F9In connection with the consummation of the Merger, an option originally granted on October 30, 2015 to purchase membership units in Diffusion was converted into an option to purchase common stock of the Issuer.