SEC Form 4 · accession 0001179110-17-010978

YIELD10 BIOSCIENCE, INC. · YTEN

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

Reporting owner

Jack W Schuler

10% Owner

Period of report

Jul 3, 2017

Accepted (ET)

Aug 2, 2017 · 4:53 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001121702

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^{F1,F2,F3,F4,F5,F6}	Jul 3, 2017	P	185,392	$4.00	A	1,383,421	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Warrants^F7,F8,F6	$5.04	Jul 3, 2017	P	185,392	A	Jan 7, 2018	Jan 7, 2024	Common Stock	185,392	485,062	I

Explanation of responses

F1The reported securities include the 160,392 shares of common stock purchased by the Jack W. Schuler Living Trust and the 25,000 shares of common stock purchased by Schuler Grandchildren LLC for $4.00 per share pursuant to a Securities Purchase Agreement, dated July 3, 2017 by and among the Issuer and certain investors named therein (the "Investors").
F2The shares of common stock reported herein give effect to the 1-for-10 reverse stock split which became effective on May 26, 2017 in accordance with the terms of the Certificate of Amendment to the Issuer's Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 25, 2017.
F3Mr. Schuler may be deemed to be a member of a "group" for purposes of Section 13(d) with his wife, Renate Schuler, the Schuler Family Foundation, and the Jack W. Schuler Living Trust but disclaims Section 13(d) beneficial ownership over the securities held by Ms. Schuler and the Schuler Family Foundation.
F4Mr. Schuler has sole voting and investment power over the shares issued to Schuler Grandchildren LLC and the Jack W. Schuler Living Trust. He disclaims beneficial ownership over the shares held by Schuler Grandchildren LLC and has beneficial ownership over the shares held by the Jack W. Schuler Living Trust.
F5The reported securities consist of 218,565 shares of common stock owned by Jack W. Schuler, 978,414 shares of common stock owned by the Schuler Family Foundation, 160,392 shares of common stock owned by the Jack W. Schuler Living Trust, and 26,050 shares of common stock owned by Schuler Grandchildren LLC (which 26,050 shares of common stock include 1,050 shares of common stock purchased on December 31, 2014).
F6Mr. Schuler indirectly owns the reported securities through the Jack W. Schuler Living Trust and Schuler Grandchildren LLC.
F7In a concurrent private placement, the Issuer agreed to issue to the Investors warrants to purchase one share of common stock at an exercise price of $5.04 per share for each share of common stock purchased for $4.00 per share. The reported securities include the 160,392 warrants purchased by the Jack W. Schuler Living Trust and the 25,000 warrants purchased by Schuler Grandchildren LLC.
F8The reported securities consist of 149,835 warrants held by Jack W. Schuler, 149,835 warrants held by the Schuler Family Foundation, 160,392 warrants held by the Jack W. Schuler Living trust, and 25,000 warrants held by Schuler Grandchildren LLC.