SEC Form 3 · accession 0001104659-17-003602
CYPHERPUNK TECHNOLOGIES INC. · CYPH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nissim Mashiach
Director
Period of report
Jan 23, 2017
Accepted (ET)
Jan 23, 2017 · 6:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001509745
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock (Right to Buy)F1,F2,F3 | $17.96 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 104,011 | — | D |
| Common Stock (Right to Buy)F1,F2,F4 | $88.37 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 52,005 | — | D |
| Common Stock (Right to Buy)F1,F2,F5 | $8.43 | holding | — | — | — | — | — | Common Stock, par value $0.001 per share | 27,225 | — | D |
Explanation of responses
- F1The Reporting Person was initially granted an option to purchase shares of Macrocure Ltd., a company formed under the laws of the State of Israel and registered under No. 514083765 with the Israeli Registrar of Companies ("Macrocure") ordinary shares, par value NIS 0.01 per share, pursuant to the Macrocure 2008 Stock Option Plan (the "2008 Plan") and the Macrocure 2013 Share Incentive Plan (the "2013 Plan"). On January 23, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of August 29, 2016, by and among the Issuer, Macrocure, and M-CO Merger Sub Ltd., a company formed under the laws of the State of Israel and registered under No. 515506855 with the Israeli Registrar of Companies and a wholly-owned subsidiary of the Issuer (as amended and in effect from time to time, the "Merger Agreement"), (i) M-CO Merger Sub Ltd. merged with and into Macrocure and Macrocure became a wholly-owned subsidiary of the Issuer (the "Merger"), and
- F2(ii) Leap assumed the 2013 Plan, the 2008 Plan and all stock options outstanding under each of the 2013 Plan and the 2008 Plan immediately prior to the consummation of the Merger. By virtue of the terms of the Merger Agreement and the 2013 Plan or the 2008 Plan, as applicable, each stock option outstanding under the 2013 Plan or the 2008 Plan, as applicable, immediately prior to the consummation of the Merger was automatically converted into a stock option exercisable for shares of the Issuer's common stock calculated based on the exchange ratio used to convert outstanding Macrocure ordinary shares into shares of the Issuer's common stock pursuant to the Merger and the Merger Agreement (the "Exchange Ratio"), and the exercise price per share of such outstanding stock option was appropriately adjusted automatically to reflect the Exchange Ratio.
- F3The option is fully vested and will expire on January 22, 2025.
- F4The option is fully vested and will expire on January 22, 2025.
- F5The option is fully vested and will expire on January 22, 2025.
Remarks
Exhibit 24.1 Power of Attorney