SEC Form 4 · accession 0000899243-17-024298
Arbutus Biopharma Corp · ABUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
QVT Associates GP LLC
Director · 10% Owner · Other
QVT Fund V LP
Director · 10% Owner · Other
Period of report
Oct 16, 2017
Accepted (ET)
Oct 17, 2017 · 9:16 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001447028
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Participating Convertible Preferred SharesF1,F2,F3,F4 | $7.13 | Oct 16, 2017 | P | 500,000 | A | — | Oct 16, 2021 | Common shares, no par value | 9,808,386 | 500,000 | I |
Explanation of responses
- F1Represents series A participating convertible preferred shares (the "Preferred Shares") purchased by Roivant Sciences Ltd. ("Roivant") for $100.00 per Preferred Share (the "Purchase Price"), which price is subject to increase to reflect the addition of any unpaid participating cash dividends and unpaid participating in-kind dividends. Subject to earlier conversion at Roivant's option upon the occurrence of certain limited events set forth in the amendment to the Notice of Articles and the Articles of the Issuer (the "Preferred Shares Articles Amendment"), the Preferred Shares mandatorily convert on October 16, 2021, to the extent not already converted, into (i) unpaid accrued participating in-kind dividends and cash for any unpaid accrued cash dividends, as set forth in the Preferred Shares Article Amendment,
- F2(continued from footnote 1) and (ii) common shares of the Issuer, no par value (the "Common Shares"), which is determined by dividing (a) the Purchase Price, plus an amount equal to 8.75% of the Purchase Price per year, compounded annually, by (b) the conversion price in effect at the time of conversion. Each Preferred Share is initially convertible based on a conversion price of $7.13, subject to adjustment for certain distributions and other transactions by the Issuer on or with respect to the Common Shares.
- F3The Preferred Shares are directly beneficially owned by Roivant. QVT Financial LP, its general partner, QVT Financial GP LLC, QVT Fund V LP and QVT Associates GP LLC, the general partner of QVT Fund V LP (collectively, "QVT") may be deemed to have beneficial ownership over the 500,000 Preferred Shares held by Roivant because, as shareholders of Roivant, QVT may be deemed to have dispositive power and, therefore, beneficial ownership, over the Preferred Shares directly held by Roivant by virtue of the governance arrangements in Roivant's bye-laws, namely the appointment of an independent director (within the meaning of that term under Roivant's bye-laws) to Roivant's board of directors.
- F4(continued from footnote 2) The filing of this statement shall not be deemed an admission that QVT or Dr. Keith Manchester is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of QVT and Dr. Manchester expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
Remarks
QVT may be deemed to be a director by virtue of the fact that Dr. Manchester, on behalf of Roivant, currently serves on the board of directors of the Issuer. Dr. Manchester also holds 91,915 stock options awarded to him, which he holds for the benefit of certain funds under management of QVT Financial LP.