SEC Form 4 · accession 0000905148-17-000606
Athenex, Inc. · ATNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Manson Fok
Director
Period of report
Jun 19, 2017
Accepted (ET)
Jun 21, 2017 · 3:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001300699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 19, 2017 | C | 227,273 | — | A | 1,469,609 | D | |
| Common StockF4 | Jun 19, 2017 | P | 300,000 | $11.00 | A | 1,769,609 | D | |
| Common StockF2,F5 | holding | — | — | — | 678,880 | I | By Avalon Biomedical (Management) Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible LoanF1 | — | Jun 19, 2017 | A | — | A | — | — | Common Stock | 227,273 | — | D |
| Convertible LoanF1 | — | Jun 19, 2017 | C | — | D | — | — | Common Stock | 227,273 | 0 | D |
| Stock Option (Right to Buy)F3 | $11.00 | Jun 19, 2017 | A | 27,000 | A | — | Jun 19, 2027 | Common Stock | 27,000 | 27,000 | D |
Explanation of responses
- F1The Convertible Loan, issued pursuant to the Convertible Loan Agreement, dated January 16, 2017, by and between Athenex, Inc. and Manson Fok ("Mr. Fok"), was automatically convertible into shares of Athenex, Inc. common stock upon the closing of Athenex, Inc.'s initial public offering at a conversion price equal to outstanding principal amount of such notes reduced by a 20.0% discount to the initial public offering price; which was $11.00, and has no expiration date.
- F2Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Mr. Fok, together with his spouse, owns all of the outstanding interests in Sino Glory Developments Limited, which owns 30% of the outstanding interests in Avalon Global, and Mr. Fok serves on the board of directors of Avalon Global and shares voting and dispositive power with respect to the has shared held by Avalon Biomedical.
- F3The option vests in four equal annual installments beginning on June 19, 2018.
- F4Due to the conditions to closing of the initial public offering of the Common Stock, this purchase was not deemed to occur until closing, or on June 19, 2017.
- F5Mr. Fok disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Fok is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
Exhibit List: The Power of Attorney filed as 24.1 to the Form 3 filed by the Reporting Person on June 13, 2017 is incorporated herein by reference.