SEC Form 4 · accession 0001209191-16-120043
Adverum Biotechnologies, Inc. · ADVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Amber Salzman
Officer — President and COO · Director
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 5:52 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501756
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 11, 2016 | A | 629,766 | $0.00 | A | 629,766 | D |
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)F2,F3 | $0.21 | May 11, 2016 | A | 377,890 | A | — | Oct 20, 2025 | Common Stock | 377,890 | 377,890 | D |
| Stock Option (Right to Buy)F4 | $4.14 | May 11, 2016 | A | 218,000 | A | — | May 10, 2026 | Common Stock | 218,000 | 218,000 | D |
Explanation of responses
- F1The Reporting Person acquired 629,766 shares of the Issuer's common stock, par value $0.0001 per share (the "Adverum Common Stock"), in exchange for all of her shares of Annapurna Therapeutics SAS ("Annapurna"), pursuant to that acquisition agreement, dated as of January 29, 2016 and amended on April 6, 2016, by and among the Issuer, Annapurna, the shareholders of Annapurna and Shareholder Representative Services, LLC (the "Acquisition Agreement").
- F2Pursuant to the Acquisition Agreement, 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.
- F3The shares subject to the option vest and become exercisable in 38 successive, equal monthly installments starting on May 1, 2016, subject to the Reporting Person's continued service with the Issuer on each such vesting date.
- F4Twenty-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.