SEC Form 4 · accession 0001415889-17-000415
Niagen Bioscience, Inc. · NAGE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert N Fried
Officer — PRESIDENT, CHIEF STRATEGY OFF. · Director
Period of report
Mar 12, 2017
Accepted (ET)
Mar 14, 2017 · 5:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001386570
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 12, 2017 | A | 339,595 | $2.72 | A | 406,574 | D | |
| Common StockF2 | Mar 12, 2017 | A | 166,667 | $0.00 | A | 573,241 | D | |
| Common StockF3 | holding | — | — | — | 12,744 | I | See Footnote 3 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (right to buy)F5 | $2.715 | Mar 12, 2017 | A | 500,000 | A | Apr 12, 2017 | Mar 12, 2027 | Common Stock | 500,000 | 500,000 | D |
Explanation of responses
- F1Received in exchange for the membership interests of Healthspan Research, LLC ("Healthspan") previously owned by the Reporting Person, valued at $923,697.41, in connection with the acquisition of the outstanding membership interests of Healthspan by ChromaDex Corporation (the "Company") (the "Acquisition"). The number of shares received by the Reporting Person was calculated using the closing bid price per share of the Company's common stock on the NASDAQ Capital Market on the last trading day before the effective date of the Acquisition, rounded up to the nearest share. The closing bid price of the Company's common stock on March 10, 2017, rounded up to the nearest share, was $2.72 per share.
- F2These are shares of restricted stock and were awarded pursuant to his employment with the issuer as President and Chief Strategy Officer. 1/3rd will vest on March 12, 2018, 1/3rd will vest on March 12, 2019 and 1/3rd will vest on March 12, 2020.
- F36,744 shares held by Jeremy Fried and 6,000 shares held by Benjamin Fried, who are both sons of Robert Fried.
- F4The options were awarded pursuant to his employment with the issuer as President and Chief Strategy Officer.
- F5Options vest in equal monthly installments over three years.