SEC Form 4 · accession 0001209191-15-067186
GYRE THERAPEUTICS, INC. · GYRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fletcher Payne
Officer — Chief Financial Officer
Period of report
Aug 20, 2015
Accepted (ET)
Aug 20, 2015 · 6:13 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 | 15,032 | — | A | 15,032 | I | By Charles and Nancy Payne 2000 Trust |
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 | $7.60 | Aug 20, 2015 | J | 7,320 | A | — | Jan 22, 2025 | Common Stock | 7,320 | 7,320 | D |
| Stock Option (Right to Buy)F3 | $7.60 | Aug 20, 2015 | J | 2,440 | A | — | Jan 22, 2025 | Common Stock | 2,440 | 2,440 | D |
| Stock Option (Right to Buy)F4 | $6.03 | Aug 20, 2015 | J | 14,325 | A | — | May 8, 2025 | Common Stock | 14,325 | 14,325 | 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 January 22, 2015, Reporting Person was granted an option to purchase 191,635 shares of the common stock of Old Catalyst under Old Catalyst's Out of Plan Options at an exercise price of $0.29 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 7,320 shares of the Catalyst's common stock at a per share exercise price of $7.60. The option is fully vested and exercisable.
- F3On January 22, 2015, Reporting Person was granted an option to purchase 63,878 shares of the common stock of Old Catalyst under Old Catalyst's Out of Plan Options at an exercise price of $0.29 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 2,440 shares of the Catalyst's common stock at a per share exercise price of $7.60. The option is fully vested and exercisable.
- F4On May 8, 2015, Reporting Person was granted an option to purchase 375,000 shares of the common stock of Old Catalyst under Old Catalyst's Out of Plan Options at an exercise price of $0.23 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 14,325 shares of the Catalyst's common stock at a per share exercise price of $6.03. 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 1st of each month with the first month vesting on May 1, 2015.