SEC Form 4 · accession 0000899243-16-015772
Coherus Oncology, Inc. · CHRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Mats Wahlstrom
Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 11, 2016 · 4:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001512762
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par valueF1 | holding | — | — | — | 578,527 | I | See Footnote | |
| Common Stock, $0.0001 par valueF2 | holding | — | — | — | 53,583 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.2% Senior Convertible Notes due 2022F3,F4,F1,F5 | — | Feb 29, 2016 | P | — | A | — | Mar 31, 2022 | Common Stock | 44,739 | — | I |
Explanation of responses
- F1The shares are held by KMG Capital Partners, LLC. Mr. Wahlstrom disclaims beneficial ownership of the shares held by KMG Capital Partners, LLC except to the extent of his pecuniary interest therein.
- F2The shares are held by Leonard Capital, LLC. Mr. Wahlstrom disclaims beneficial ownership of the shares held by Leonard Capital, LLC except to the extent of his pecuniary interest therein.
- F3The Company's 8.2% Senior Convertible Notes due 2022 (the "Notes") were issued pursuant to a Convertible Note Purchase Agreement (the "Agreement", dated February 29, 2016 between the Company, HealthCare Royalty Partners II, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P. The Notes accrue interest at a rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2016. The Notes mature on March 31, 2022 unless earlier converted, redeemed or repurchased, and bear a premium of 9% of their principal amount, which is payable when the Notes mature or are repurchased or redeemed by the Company.
- F4The conversion rate for the Notes is initially 44.7387 shares of common stock per $1,000 principal amount of Notes, which is an initial conversion price of approximately $22.35 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Convertible Note Purchase Agreement (the "Agreement").
- F5On or after March 31, 2020, the Company may call the Notes for redemption if the last reported sale price per share of common stock exceeds 160% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. The redemption price will be 109% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of noteholders on a record date to receive the related interest payment date).