SEC Form 4 · accession 0001209191-19-018464
Athenex, Inc. · ATNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Johnson Yiu Nam Lau
Officer — CEO and Chairman of the Board · Director · 10% Owner
Period of report
Mar 11, 2019
Accepted (ET)
Mar 11, 2019 · 4:53 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 | Mar 11, 2019 | P | 10,000 | $11.78 | A | 2,917,422 | D | |
| Common StockF2,F3 | holding | — | — | — | 678,880 | I | By Avalon Biomedical (Management) Limited | |
| Common StockF3 | holding | — | — | — | 161,647 | I | By Spouse | |
| Common StockF4,F2,F3 | holding | — | — | — | 107,181 | I | By Avalon Polytom (HK) 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) | $4.55 | holding | — | — | — | May 9, 2014 | May 9, 2021 | Common Stock | 230,000 | 230,000 | D |
| Stock Option (Right to Buy) | $4.55 | holding | — | — | — | Mar 26, 2013 | Mar 26, 2022 | Common Stock | 150,000 | 150,000 | D |
| Stock Option (Right to Buy) | $4.55 | holding | — | — | — | Jan 2, 2013 | Jan 2, 2023 | Common Stock | 1,200,000 | 1,200,000 | D |
| Stock Option (Right to Buy) | $7.50 | holding | — | — | — | May 22, 2018 | May 22, 2025 | Common Stock | 1,400,000 | 1,400,000 | D |
| Stock Option (Right to Buy) | $11.00 | holding | — | — | — | Jun 13, 2018 | Jun 13, 2027 | Common Stock | 1 | 1 | D |
| Stock Option (Right to Buy)F2,F3,F5 | $9.00 | holding | — | — | — | — | Jul 17, 2025 | Common Stock | 54,904 | 54,904 | I |
| Stock Option (Right to Buy)F6 | $17.30 | holding | — | — | — | — | Mar 27, 2028 | Common Stock | 250,000 | 250,000 | D |
| Stock Option (Right to Buy)F7 | $13.17 | holding | — | — | — | — | Feb 28, 2029 | Common Stock | 250,000 | 250,000 | D |
Explanation of responses
- F1This transaction was executed in multiple trades ranging from $11.75 to $11.89. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected.
- F2Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Dr. Johnson Lau ("Dr. Lau") owns all of the outstanding interests in Creative Decade Global Limited, which owns 34.63% of the outstanding interests in Avalon Global, and Dr. Lau 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.
- F3Dr. Lau 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 Dr. Lau 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.
- F4These 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.
- F5This option vests in three equal installments beginning on July 17, 2016.
- F6This option vests in four equal annual installments beginning on March 27, 2019.
- F7This option vests in four equal annual installments beginning on February 28, 2020.