SEC Form 4 · accession 0001104659-17-062430
Arbutus Biopharma Corp · ABUS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roivant Sciences Ltd.
10% Owner
Period of report
Oct 16, 2017
Accepted (ET)
Oct 17, 2017 · 6:31 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 | $7.13 | Oct 16, 2017 | P | 500,000 | A | — | Oct 16, 2021 | Common shares, no par value | 9,808,386 | 500,000 | D |
Explanation of responses
- F1Represents series A participating convertible preferred shares (the "Preferred Shares") purchased 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.
- F2Subject to earlier conversion at the reporting person'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, 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.