SEC Form 4 · accession 0001280776-19-000016
IMMUNIC, INC. · IMUX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael V. Swanson
Officer — Chief Financial Officer, EVP
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 9:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001280776
Table I — non-derivative securities
No Table I lines on this filing.
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)F1 | $8.00 | Jan 11, 2019 | D | 90,000 | D | Aug 30, 2017 | Sep 8, 2023 | Common Stock | 90,000 | 0 | D |
| Stock Option (right to buy)F1,F2 | $8.28 | Jan 11, 2019 | D | 75,000 | D | — | May 12, 2026 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F1,F3 | $3.20 | Jan 11, 2019 | D | 75,000 | D | — | Jun 9, 2027 | Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F1,F4 | $5.00 | Jan 11, 2019 | D | 75,000 | D | — | Jun 8, 2028 | Common Stock | 75,000 | 0 | D |
| Restricted Stock UnitsF5,F6 | — | Jan 11, 2019 | A | 817,826 | A | — | — | Common Stock | 817,826 | 817,826 | D |
Explanation of responses
- F1The option was cancelled by mutual agreement of the reporting person and Vital Therapies, Inc. The reporting person received a restricted stock unit award as reported in this Form 4 as consideration for this cancellation.
- F2Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of April 16, 2016, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- F3Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 10, 2017, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- F4Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan (the "Plan")), one forty-eighth (1/48th) of the shares subject to the option vested and became exercisable one month after the vesting commencement date of June 9, 2018, and an additional one forty-eighth (1/48th) of the shares vest and become exercisable at the end of each monthly period thereafter. One hundred percent (100%) of the unvested portion of the option, if any, shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock.
- F6Subject to the reporting person continuing to be a Service Provider (as defined in the 2014 Equity Incentive Plan), twenty five percent (25%) of the RSUs vest annually after the vesting commencement date of January 11, 2019. One hundred percent (100%) of the unvested portion of the RSUs, if any, shall vest in the event of a Termination without Cause or Resignation for Good Reason (each as defined in the reporting person's Change of Control and Severance Agreement).