SEC Form 4 · accession 0001437749-16-023581

CervoMed Inc. · CRVO

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

Reporting owner

David G Kalergis

Officer — Chairman and CEO · Director

Period of report

Jan 8, 2016

Accepted (ET)

Jan 13, 2016 · 2:35 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,F2	Jan 8, 2016	A	1,069,216	—	A	1,069,216	D
Common Stock^F3,F4	Jan 8, 2016	A	215,506	—	A	215,506	I	By Daughter

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)^F5	$0.22	Jan 8, 2016	A	295,865	A	May 17, 2012	May 17, 2022	Common Stock	295,865	295,865	D
Stock Option (Right to Buy)^F6,F7	$0.22	Jan 8, 2016	A	91,316	A	—	Oct 9, 2022	Common Stock	91,316	91,316	D
Stock Option (Right to Buy)^F6,F7	$0.22	Jan 8, 2016	A	273,949	A	—	Oct 9, 2022	Common Stock	273,949	273,949	D
Stock Option (Right to Buy)^F8,F7	$0.35	Jan 8, 2016	A	127,843	A	—	Oct 5, 2023	Common Stock	127,843	127,843	D
Stock Option (Right to Buy)^F8,F7	$0.62	Jan 8, 2016	A	182,632	A	—	Oct 5, 2023	Common Stock	182,632	182,632	D
Stock Option (Right to Buy)^F9,F7	$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,F7	$0.42	Jan 8, 2016	A	127,843	A	—	Dec 1, 2024	Common Stock	127,843	127,843	D
Stock Option (Right to Buy)^F10,F7	$0.55	Jan 8, 2016	A	365,265	A	—	Oct 30, 2025	Common Stock	365,265	365,265	D
Stock Option (Right to Buy)^F10,F4	$0.55	Jan 8, 2016	A	331,595	A	—	Oct 30, 2025	Common Stock	331,595	331,595	D

Explanation of responses

F1Received in exchange for 292,723 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.
F10In 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.
F2382,517 shares held jointly with Mr. Kalergis' spouse.
F3Received in exchange for 59,000 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.
F4Securities held by Mr. Kalergis' daughter. Mr. Kalergis disclaims beneficial ownership of such securities.
F5In 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.
F6Pursuant to 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.
F7The shares underlying the options vest in equal parts each month until fully vested on the third anniversary of the grant date.
F8In 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.
F9In 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.