SEC Form 4 · accession 0001553350-17-000020
HEAT BIOLOGICS, INC. · HTBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Alan Wolf
Officer — Chief Executive Officer · Director
Period of report
Dec 30, 2016
Accepted (ET)
Jan 4, 2017 · 4:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001476963
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 30, 2016 | A | 75,000 | $0.00 | A | 79,881 | D | |
| Common StockF2 | Jan 2, 2017 | A | 125,000 | $0.00 | A | 204,881 | D | |
| Common StockF3,F5 | holding | — | — | — | 695,653 | I | See Footnotes | |
| Common StockF4,F5 | holding | — | — | — | 536,862 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF6 | $0.86 | Dec 30, 2016 | A | 75,000 | A | Dec 30, 2016 | Dec 29, 2025 | Common Stock | 75,000 | 75,000 | D |
| Stock OptionsF6 | $0.88 | Jan 2, 2017 | A | 125,000 | A | Feb 1, 2017 | Jan 1, 2027 | Common Stock | 125,000 | 125,000 | D |
Explanation of responses
- F1The 75,000 shares of Heat Biologics, Inc. (the "Company") common stock, $0.0002 par value per share (the "Common Stock"), are represented by 75,000 restricted stock units ("RSUs") granted under the Company's Amended and Restated 2014 Stock Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of Common Stock. The 75,000 RSUs will vest as follows: (i) 18,750 will vest on December 30, 2016; (ii) 18,750 will vest on December 30, 2017; (iii) 18,750 will vest on December 30, 2018; and (iv) 18,750 will vest on December 30, 2019, provided that the reporting person continues to serve as a member of the Board of Directors or otherwise is not terminated for cause prior to such dates.
- F2The 125,000 shares of Common Stock are represented by 125,000 RSUs granted under the Plan. Each RSU represents a contingent right to receive one share of Common Stock. The 125,000 RSUs will vest as follows: (i) 31,250 will vest on January 2, 2017; (ii) 31,250 will vest on January 2, 2018; (iii) 31,250 will vest on January 2, 2019; and (iv) 31,250 will vest on January 2, 2020, provided that the reporting person continues to serve as a member of the Board of Directors or otherwise is not terminated for cause prior to such dates.
- F3Held by Orion Holdings V, LLC ("Orion"). Mr. Wolf is managing member of Orion.
- F4Held by Seed-One Holdings VI, LLC ("Seed-One"). Mr. Wolf is managing member of Seed-One.
- F5Does not include 89,957 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by Orion, Seed-One and the Trust except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.
- F6These stock options vest monthly on a pro rata basis over a four year period commencing February 1, 2017.