SEC Form 4 · accession 0001209191-17-067657
SELLAS Life Sciences Group, Inc. · SLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Fabio Lopez
Director · 10% Owner
Castilian Ltd.
10% Owner
Daniel Tafur
10% Owner
Equilibria Capital Management Ltd
10% Owner
Varibobi Financial Holdings Ltd
10% Owner
Period of report
Dec 29, 2017
Accepted (ET)
Dec 29, 2017 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001390478
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 29, 2017 | A | 149,766 | — | A | 149,766 | I | By limited liability company |
| Common StockF1,F3 | Dec 29, 2017 | A | 1,521,863 | — | A | 1,521,863 | I | By Company |
| Common StockF1,F4 | Dec 29, 2017 | A | 676,324 | — | A | 676,324 | I | By Company |
| Common StockF1,F5 | Dec 29, 2017 | A | 325,799 | — | A | 325,799 | I | By Company |
| Common StockF1,F6 | Dec 29, 2017 | A | 58,208 | — | A | 58,208 | I | By Company |
| Common StockF1,F7 | Dec 29, 2017 | A | 3,343 | — | A | 3,343 | I | By limited liability company |
| Common StockF1,F8 | Dec 29, 2017 | A | 3,343 | — | A | 3,343 | I | By Individual |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy)F4,F9,F10 | — | Dec 29, 2017 | A | 316,163 | A | — | Dec 29, 2022 | Common Stock | 316,163 | 316,163 | I |
Explanation of responses
- F1Received in exchange for common shares of SELLAS Life Sciences Group, Ltd ("SELLAS") in connection with the merger of SELLAS and a wholly owned indirect subsidiary of the Issuer (then known as Galena Biopharma, Inc.) (the "Merger"). On the effective date of the Merger, each common share of SELLAS was converted into 43.9972 shares of the Issuer's common stock.
- F10Immediately exercisable.
- F2Shares held directly by Equilibria Capital Management Limited ("Equilibria"), a Bermuda limited liability company.
- F3Shares held directly by EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund ("Sely S"), a Bermuda mutual fund company. Equilibria manages Sely S and may be deemed to beneficially hold shares held by such fund.
- F4Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, ("Sely I"), a Bermuda mutual fund company. Equilibria manages Sely I and may be deemed to beneficially hold shares held by such fund.
- F5Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, ("Sely II"), a Bermuda mutual fund company. Equilibria manages Sely II and may be deemed to beneficially hold shares held by such fund.
- F6Shares held directly by EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund ("Sely III"), a Bermuda mutual fund company. Equilibria manages Sely III and may be deemed to beneficially hold shares held by such fund.
- F7Shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company ("Varibobi"). Varibobi is an owner of Equilibria and may be deemed to beneficially hold shares beneficially owned by Equilibria. Fabio Lopez is the sole owner of Varibobi and the chief executive officer and a board member of Equilibria and may be deemed to be the indirect beneficial owner of the shares owned by Varibobi and Equilibria. Mr. Lopez disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
- F8Shares held directly by Daniel Tafur ("Mr. Tafur"). Mr. Tafur is chief investment officer, founder and board member of Equilibria and may be deemed to beneficially own shares beneficially owned by Equilibria. Mr. Tafur disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
- F9The exercise price per share for the warrant is equal to 105% of the volume weighted average price of the Issuer's common stock for the 30 calendar days following the closing date of the Merger.