SEC Form 4 · accession 0001607062-17-000332
Orgenesis Inc. · ORGS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Olivier Belenger
Other
Period of report
Oct 11, 2017
Accepted (ET)
Oct 12, 2017 · 2:54 pm EDT
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 StockF1,F2 | Oct 11, 2017 | S | 5,000,000 | $0.25 | D | 5,904,716 | I | I |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Theodorus SCA and Theodorus II SA entered into Restricted Stock Purchase Agreements with 5 individuals pursuant to which they each sold an aggregate of 2,500,000 shares of common stock (the "Purchase Agreements"). Under the Purchase Agreements, Theodorus SCA and Theodorus II SA each granted the purchasers an option to purchase a pro rate portion of a total of 5,904,715 shares of common stock for a 120 day period from the date of the respective Purchase Agreements ("Optioned Shares").
- F2Determined in accordance with Rule 13d-3(d)(1), as a result of their cooperation and acting in convert for the sole purpose of facilitating the orderly disposition of the Optioned Shares, Theodorus SCA and Theodorus II SA may be deemed to beneficially own as a group 5,904,716 shares of the Issuer's common stock. Monsieur Belenger is the investment manager for Theodorus SCA and Theodorus II SA and has sole voting and dispositive power of the shares beneficially owned by Theodorus SCA and Theodorus II SA. Theodorus SCA expressly disclaims beneficial ownership in the shares beneficially owned by Theodorus II SA.