SEC Form 4 · accession 0001553350-17-000462
HEAT BIOLOGICS, INC. · HTBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward B Smith III
Director
Period of report
Apr 28, 2017
Accepted (ET)
May 2, 2017 · 12:22 pm EDT
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,F2 | Apr 28, 2017 | A | 10,010 | — | A | 10,010 | D | |
| Common StockF1,F2,F3,F4 | Apr 28, 2017 | A | 335,743 | — | A | 1,033,046 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 7, 2017, Heat Biologics, Inc. (the "Company") entered into a Stock Purchase Agreement, as amended, with Pelican Therapeutics, Inc. ("Pelican"), and certain holders of the outstanding capital stock of Pelican, including Mr. Smith and Aristar (as defined below), who agreed to sell their shares in Pelican to the Company (the "Acquisition"). Edward B. Smith, a member of the Company's board of directors, individually and through his affiliated entity, Aristar Ventures III, LLC ("Aristar"), is a holder of Pelican outstanding capital stock.
- F2(Continued from footnote (1)) In connection with the closing of the Acquisition, which occurred on April 28, 2017, Mr. Smith and Aristar sold approximately 85% of their shares of capital stock in Pelican (which they held directly and through a limited liability company) in exchange for cash consideration and 10,010 shares and 335,743 shares, respectively, of the Company's common stock, $0.0002 par value per share (the "Common Stock"). All of the shares of Common Stock issued in the Acquisition are currently held in escrow and are subject to forfeiture during the six month period following the Acquisition to satisfy certain indemnification obligations.
- F3Held by Aristar. Mr. Smith serves as the managing member of Aristar.
- F4Mr. Smith is deemed to beneficially own the shares held by Aristar in his role as the managing member since he has the control over the voting and disposition of any shares of Common Stock held by Aristar. Mr. Smith disclaims beneficial ownership of the shares of Common Stock held by Aristar 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 entity.