SEC Form 4 · accession 0001140361-15-012479
Coherus Oncology, Inc. · CHRS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis M Lanfear
Officer — President & CEO · Director
Period of report
Mar 18, 2015
Accepted (ET)
Mar 18, 2015 · 4:24 pm EDT
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 valueF2 | Mar 18, 2015 | J | 2,206 | $0.00 | A | 1,344,926 | I | By Trust |
| Common Stock, $0.0001 par value | Mar 18, 2015 | J | 2,084 | $0.00 | A | 71,635 | D | |
| Common Stock, $0.0001 par valueF3 | Mar 18, 2015 | J | 13 | $0.00 | A | 86,965 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 18, 2015, Reporting Person, his Trust and LLC became entitled to receive shares of Issuer's common stock pursuant to an "earn out" provision included in that certain Agreement and Plan of Merger by and among Issuer, Coherus Intermediate Corp., Coherus Acquisition Corp., InteKrin Therapeutics Inc. ("InteKrin") and Fortis Advisors LLC, dated as of January 8, 2014 (the "Merger Agreement"), pursuant to which Issuer acquired all outstanding common stock of InteKrin on January 8, 2014. The Merger Agreement provided that stockholders of InteKrin would receive additional shares of Issuer's common stock, for no additional consideration, upon the first dosing of a patient with INT 131 (the "Milestone"). The Milestone occurred on March 6, 2015, and as a result an earn out payment of an aggregate of 358,384 shares of Issuer's common stock was executed by the escrow agent and transfer agent on March 18, 2015 upon determination that all conditions for such release had been satisfied.
- F2These shares are held by the Lanfear Revocable Trust, dated January 27, 2004, as restated, of which Reporting Person is a trustee.
- F3These shares are held by Lanfear Capital Advisors, LLC of which Reporting Person is President.