SEC Form 4 · accession 0001209191-15-067185
GYRE THERAPEUTICS, INC. · GYRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edwin Madison
Officer — Chief Scientific Officer
Period of report
Aug 20, 2015
Accepted (ET)
Aug 20, 2015 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001124105
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 20, 2015 | J | 31,008 | — | A | 31,008 | 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 | $9.43 | Aug 20, 2015 | J | 3,820 | A | — | Apr 9, 2018 | Common Stock | 3,820 | 3,820 | D |
| Stock Option (Right to Buy)F3 | $7.33 | Aug 20, 2015 | J | 26,809 | A | — | Mar 16, 2019 | Common Stock | 26,809 | 26,809 | D |
| Stock Option (Right to Buy)F4 | $10.48 | Aug 20, 2015 | J | 6,501 | A | — | Feb 5, 2020 | Common Stock | 6,501 | 6,501 | D |
| Stock Option (Right to Buy)F5 | $11.52 | Aug 20, 2015 | J | 11,254 | A | — | Jan 2, 2023 | Common Stock | 11,254 | 11,254 | D |
| Warrant (Right to Buy)F6 | $33.27 | Aug 20, 2015 | J | 29 | A | — | Apr 9, 2019 | Common Stock | 29 | 29 | D |
Explanation of responses
- F1Represents shares of the Issuer issued pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 5, 2015 as amended on May 6 and May 13, 2015, by and among the Issuer, Talos Merger Sub, Inc. and a Delaware corporation then known as Catalyst Biosciences, Inc. ("Old Catalyst"). Pursuant to the terms of the Merger Agreement, each share of common stock of Old Catalyst was converted into 0.0382 shares of the Issuer's common stock.
- F2On April 10, 2008, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Old Catalyst under Old Catalyst's 2004 Stock Plan at an exercise price of $0.36 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 3,820 shares of the Catalyst's common stock at a per share exercise price of $9.43. The option is fully vested and exercisable.
- F3On March 17, 2009, Reporting Person was granted an option to purchase 701,827 shares of the common stock of Old Catalyst under Old Catalyst's 2004 Stock Plan at an exercise price of $0.28 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 26,809 shares of the Catalyst's common stock at a per share exercise price of $7.33. The option is fully vested and exercisable.
- F4On February 5, 2010, Reporting Person was granted an option to purchase 170,203 shares of the common stock of Old Catalyst under Old Catalyst's 2004 Stock Plan at an exercise price of $0.40 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 6,501 shares of the Catalyst's common stock at a per share exercise price of $10.48. The option vests at the rate of 12.5% of the total shares on each anniversary of February 5, 2010, subject to the service provider being employed by the Company on each such date and provided that the option vesting may accelerate based on achievement of performance related goals.
- F5On January 3, 2013, Reporting Person was granted an option to purchase 294,619 shares of the common stock of Old Catalyst under Old Catalyst's 2004 Stock Plan at an exercise price of $0.44 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 11,254 shares of the Catalyst's common stock at a per share exercise price of $11.52. Subject generally to the Reporting Person's continued employment, the option vests at the rate of 1/48th of the number of shares on the 5th of each month with the first month vesting on January 5, 2013.
- F6On April 9, 2014, Reporting Person acquired a warrant to purchase 761 shares of the Series E Preferred Stock of Old Catalyst at an exercise price of $1.2706 per share. Each share of Series E Preferred Stock of Old Catalyst was convertible into 1 share of common stock of Old Catalyst. Pursuant to the Merger Agreement, this warrant was converted into a warrant to purchase 29 shares of the Catalyst's common stock at a per share exercise price of $33.27. The warrant is fully vested and exercisable.