SEC Form 4 · accession 0001437749-16-023552

CervoMed Inc. · CRVO

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

Reporting owner

Thomas S Byrne

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	1,391,867	—	A	1,391,867	D

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)^F2	$0.22	Jan 8, 2016	A	215,506	A	May 17, 2012	May 17, 2022	Common Stock	215,506	215,506	D
Stock Option (Right to Buy)^F3,F4	$0.22	Jan 8, 2016	A	91,316	A	—	Oct 9, 2022	Common Stock	91,316	91,316	D
Stock Option (Right to Buy)^F3,F4	$0.22	Jan 8, 2016	A	109,579	A	—	Oct 9, 2022	Common Stock	109,579	109,579	D
Stock Option (Right to Buy)^F5,F4	$0.35	Jan 8, 2016	A	36,526	A	—	Oct 5, 2023	Common Stock	36,526	36,526	D
Stock Option (Right to Buy)^F5,F4	$0.62	Jan 8, 2016	A	182,632	A	—	Oct 5, 2023	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F6,F4	$0.42	Jan 8, 2016	A	182,632	A	—	Dec 1, 2024	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F6,F4	$0.42	Jan 8, 2016	A	182,632	A	—	Dec 1, 2024	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F7,F4	$0.55	Jan 8, 2016	A	365,265	A	—	Oct 30, 2025	Common Stock	365,265	365,265	D
Stock Option (Right to Buy)^F7,F4	$0.55	Jan 8, 2016	A	237,422	A	—	Oct 30, 2025	Common Stock	237,422	237,422	D

Explanation of responses

F1Received in exchange for 381,056 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, dated December 15, 2015, by and among the Issuer, Diffusion and Merger Sub.
F2In 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.
F3In 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.
F4The shares underlying the options vest in equal parts each month until fully vested on the third anniversary of the grant date.
F5In 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.
F6In 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.
F7In 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.