SEC Form 4 · accession 0001280776-19-000018
IMMUNIC, INC. · IMUX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell J. Cox
Officer — Chief Executive Officer · Director
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 9:50 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)F2,F1 | $6.30 | Jan 11, 2019 | D | 1,588,832 | D | — | Jan 2, 2028 | Common Stock | 1,588,832 | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jan 11, 2019 | A | 1,854,376 | A | — | — | Common Stock | 1,854,376 | 1,854,376 | D |
Explanation of responses
- F1Twenty five (25%) of the shares of common stock subject to the option vested on January 3, 2019, and thereafter, one forty-eighth (1/48th) of the shares of common stock subject to the option shall vest monthly, such that all of the shares of common stock subject to the option are vested by January 3, 2022, subject to the reporting person's continuing to be a Service Provider (as defined in the Amended & Restated 2017 Inducement Equity Incentive Plan (the "Plan)) through each vesting date; provided, that, the unvested portion of the option, if any, that would vest during the 12-month period following his termination date had he remained employed by the Issuer through such date shall vest in the event of a termination without cause following a Change in Control (as defined in the Plan).
- F2The 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.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of Vital Therapies, Inc. Common Stock.
- F4Subject 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).