SEC Form 4 · accession 0001209191-18-042455
Athenex, Inc. · ATNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Song-Yi Zhang
Director · 10% Owner
Mandra Medical Ltd
10% Owner
Beansprouts Ltd
10% Owner
Bing How Tammy Mui
10% Owner
Period of report
Jun 29, 2018
Accepted (ET)
Jul 12, 2018 · 4:16 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 StockF5,F2,F4 | Jun 29, 2016 | A | 107,181 | — | A | 107,181 | I | By Avalon Polytom (HK) Limited |
| Common StockF1,F2 | holding | — | — | — | 5,554,914 | I | By Mandra Medical Limited | |
| Common Stock | holding | — | — | — | 4,000 | D | ||
| Common StockF2,F3 | holding | — | — | — | 181,818 | I | By iBase Ltd. | |
| Common StockF2,F4 | holding | — | — | — | 678,880 | I | By Avalon Biomedical (Management) Limited | |
| Common StockF1,F2 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $7.50 | holding | — | — | — | May 18, 2016 | May 18, 2025 | Common Stock | 80,000 | 80,000 | D |
| Stock Option (Right to Buy) | $9.00 | holding | — | — | — | Oct 17, 2017 | Oct 17, 2025 | Common Stock | 48,000 | 48,000 | D |
| Stock Option (Right to Buy)F6 | $11.00 | holding | — | — | — | — | Jun 14, 2027 | Common Stock | 28,500 | 28,500 | D |
| Stock Option (Right to Buy)F2,F4,F7 | $9.00 | holding | — | — | — | — | Jul 17, 2025 | Common Stock | 54,904 | 54,904 | I |
Explanation of responses
- F1Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Song-Yi Zhang ("Mr. Zhang") is a member of the board of directors of each of Mandra Health Limited and Mandra Medical Limited and, together with his spouse, own all of the outstanding interests in Beansprouts Limited and shares voting and dispositive power over the shares held by it.
- F2Mr. 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.
- 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.
- F4Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect, wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Mr. Zhang, together with his spouse, indirectly own all of the outstanding interests in Mandra Medical Limited, which owns 10.82% 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.
- F5These shares were acquired pursuant to the terms of a License Agreement dated as of June 29, 2018 by and between Athenex Therapeutics Limited, a wholly-owned subsidiary of Athenex, Inc. ("Athenex") and Avalon Polytom (HK) Limited, a majority-owned affiliate of Avalon Global. The number of shares was determined by dividing $2.0 million by the closing price of Athenex common stock on June 29, 2018.
- F6This option vests in four equal annual installments beginning on June 14, 2018.
- F7This option vests in three equal annual installments beginning on July 17, 2016.