SEC Form 4 · accession 0001140361-17-045182
Orgenesis Inc. · ORGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hugues Bultot
Director
Period of report
Jun 18, 2015
Accepted (ET)
Dec 6, 2017 · 2:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001460602
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF6,F1 | Jan 16, 2017 | J | 376,115 | — | D | 4,674,339 | D | |
| Common SharesF6 | Nov 17, 2017 | X | 2,452,751 | $356,549.04 | A | 7,127,090 | D | |
| Common SharesF6 | holding | — | — | — | 5,050,454 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF6,F2,F3 | — | Jan 16, 2017 | J | 197,357 | D | Mar 2, 2015 | Nov 5, 2017 | Common Stock | 197,357 | 2,452,751 | D |
| Stock OptionsF6,F4 | $0.1454 | Nov 17, 2017 | X | 2,452,751 | D | Mar 2, 2015 | Nov 5, 2017 | Common Stock | 2,452,751 | 0 | D |
| Stock OptionsF6 | $0.53 | Jun 18, 2015 | A | 250,000 | A | Jun 18, 2015 | Jun 18, 2020 | Common Stock | 250,000 | 250,000 | D |
| Stock OptionsF6,F5 | $0.40 | Dec 9, 2016 | A | 500,000 | A | — | Dec 9, 2026 | Common Stock | 500,000 | 750,000 | D |
| Stock OptionsF6,F3 | — | holding | — | — | — | Mar 2, 2015 | Nov 5, 2017 | Common Stock | 2,650,108 | 2,650,108 | D |
Explanation of responses
- F1As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares of common stock of Orgenesis Inc. (the "Issuer") received by Mr. Hugues Bultot as consideration for the purchase of Masthercell SA by the Issuer was reduced by 376,115 shares.
- F2Under a private agreement Mr. Hugues Bultot had an option to purchase 2,650,108 shares of common stock of the Issuer from the Universite Libre de Bruxelles. As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares purchasable under the option was reduced by 197,357 shares.
- F3The price per share was to be calculated on the basis of the total price for all shares taking into account the following formula: Total price for all shares = 750,000 EUR * (1 + 12.5%)N whereby N = the number of years after October 14, 2011, it being understood that in case the option is exercised before November 5, 2015 this number of years is increased by one.
- F4On November 17, 2017, Mr. Bultot exercised the option to purchase 2,452,751 shares at an exercise price of $0.1454 per share from the Universite Libre de Bruxelles.
- F5Vest quarterly over two years.
- F6The information in this Form 4 does not reflect a reverse stock split of the Issuer's common stock at a ratio of 1-for-12, effective as of November 13, 2017.