SEC Form 4 · accession 0000905148-17-000608

Athenex, Inc. · ATNX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owners

Director · 10% Owner

Director

Director

Director

Period of report

Jun 19, 2017

Accepted (ET)

Jun 21, 2017 · 3:11 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 Stock^F1,F5,F2,F6	Jun 19, 2017	C	227,273	$0.00	A	6,657,881	I	By Mandra Medical Limited
Common Stock^F7,F2,F6	Jun 19, 2017	P	146,819	$11.00	A	6,804,700	I	By Mandra Medical Limited
Common Stock^F7,F3,F6	Jun 19, 2017	P	181,818	$11.00	A	181,818	I	By iBase Ltd.
Common Stock	holding	—	—		—	4,000	D
Common Stock^F1,F3,F6	holding	—	—		—	678,880	I	By Avalon Biomedical (Management) Limited
Common Stock^F2,F3,F6	holding	—	—		—	287,176	I	By Mandra Health Limited

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Loan^F2,F6,F5	—	Jun 19, 2017	A	—	A	—	—	Common Stock	227,273	—	I
Convertible Loan^F2,F3,F5	—	Jun 19, 2017	C	—	D	—	—	Common Stock	227,273	0	I
Stock Option (Right to Buy)^F4	$11.00	Jun 19, 2017	A	28,500	A	—	Jun 19, 2027	Common Stock	28,500	28,500	D

Explanation of responses

F1Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Song-Yi Zhang ("Mr. Zhang"), together with his spouse, indirectly owns all of the outstanding interests in Mandra Medical Limited, which owns 30% of the outstanding interests in Avalon Global, and Mr. Zhang serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical.
F2Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Mr. Zhang is a member of the board of directors of each Mandra Health Limited and Mandra Medical Limited and, together with his spouse, owns all of the outstanding interests in Beansprouts Limited and shares voting and dispositive power over the shares held by it.
F3Mr. Zhang is the sole owner and director of iBase Ltd. and has sole voting and dispositive power over the shares held by iBase Ltd.
F4The option vests in four equal annual installments beginning on June 19, 2018.
F5The Convertible Loan, issued pursuant to the Convertible Loan Agreement, dated January 28, 2017, by and between Athenex, Inc. and Mandra Medical Limited, 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 not expiration date.
F6Mr. Zhang 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. Zhang 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.
F7Due to the conditions to closing of the initial public offering of the Common Stock, these purchases were not deemed to occur until closing, or June 19, 2017.

Remarks

Exhibit List: The Power of Attorneys filed as Exhibits 24.1, 24.2, and 24.3 to the Form 3 filed by the Reporting Person on June 13, 2017 are incorporated herein by reference.