SEC Form 4 · accession 0001553350-18-000033
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
Jan 8, 2018
Accepted (ET)
Jan 10, 2018 · 6:01 am 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 | Jan 8, 2018 | A | 665,720 | $0.00 | A | 886,950 | D | |
| Common StockF2,F4 | holding | — | — | — | 771,723 | I | See Footnotes | |
| Common StockF3,F4 | holding | — | — | — | 716,195 | 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 OptionsF5 | $0.40 | Jan 8, 2018 | A | 595,588 | A | Feb 1, 2018 | Jan 1, 2028 | Common Stock | 595,588 | 595,588 | D |
Explanation of responses
- F1The 665,720 shares of Heat Biologics, Inc. (the "Company") common stock, $0.0002 par value per share (the "Common Stock"), are represented by 665,720 restricted stock units ("RSUs") granted under the Company's stock incentive plan. Each RSU represents a contingent right to receive one share of Common Stock. Of the 665,720 RSUs, 260,720 vest immediately and may not be sold until the one year anniversary of the date of grant and 405,000 RSUs vest as follows: (i) 101,250 vested on January 8, 2018; (ii) 101,250 will vest on January 8, 2019; (iii) 101,250 will vest on January 8, 2020; and (iv) 101,250 will vest on January 8, 2021; 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.
- F2Held by Orion Holdings V, LLC ("Orion"). Mr. Wolf is managing member of Orion.
- F3Held by Seed-One Holdings VI, LLC ("Seed-One"). Mr. Wolf is managing member of Seed-One.
- F4Does not include 264,686 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.
- F5These stock options vest monthly on a pro rata basis over a four year period commencing February 1, 2018.