SEC Form 4 · accession 0001209191-16-120036
Adverum Biotechnologies, Inc. · ADVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carlo Russo
Officer — EVP and Chief Medical Officer
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 5:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501756
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1,F2 | $0.21 | May 11, 2016 | A | 715,991 | A | — | Oct 20, 2025 | Common Stock | 715,991 | 715,991 | D |
| Stock Option (RIght to Buy)F3 | $4.14 | May 11, 2016 | A | 66,000 | A | — | May 10, 2026 | Common Stock | 66,000 | 66,000 | D |
Explanation of responses
- F1Pursuant to the acquisition agreement, dated as of January 29, 2016 and amended on April 6, 2016, by and among the Issuer, Annapurna Therapeutics SAS ("Annapurna"), the shareholders of Annapurna and Shareholder Representative Services LLC, at the closing of the transactions contemplated thereby, the Reporting Person's option to purchase shares of Annapurna (the "Annapurna Option") converted into an option relating to Adverum common stock (the "Adverum Option"). The amount of shares underlying the Adverum Option is equal to the number of shares of Annapurna common stock subject to the Annapurna Option multiplied by an exchange ratio of 9.54655 (the "Exchange Ratio") and rounded down to the nearest whole number. The exercise price per share of the Adverum Option is equal to the exercise price per share of the Annapurna Option divided by the Exchange Ratio.
- F2The shares subject to the option vest and become exercisable in 48 successive, equal monthly installments, starting on July 1, 2015, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
- F3Twenty-five percent (25%) of the shares subject to the option vest and become exercisable on the first anniversary of May 11, 2016 (the "Vesting Commencement Date"), and then 1/48th of the shares subject to the option vest and become exercisable monthly thereafter, such that all of the shares subject to the option shall become vested and exercisable as of the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service with the Issuer on each such vesting date.