SEC Form 3 · accession 0000899243-17-021255
SYNLOGIC, INC. · SYBX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd Shegog
Officer — See Remarks
Period of report
Aug 28, 2017
Accepted (ET)
Aug 30, 2017 · 4:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527599
Table I — non-derivative securities
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,F3 | $13.53 | holding | — | — | — | — | May 15, 2027 | Common Stock | 42,803 | — | D |
| Stock Option (right to buy)F1,F4 | $13.53 | holding | — | — | — | — | May 15, 2027 | Common Stock | 30,426 | — | D |
Explanation of responses
- F1Shares of capital stock of the corporation then known as Synlogic, Inc. ("Old Synlogic") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of May 15, 2017, by and among the Issuer, Meerkat Merger Sub, Inc. and Old Synlogic (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of capital stock was exchanged for 0.5532 shares of the Issuer's common stock, giving effect to a reverse split of the Issuer's common stock of 7-to-1.
- F2On May 15, 2017, Reporting Person was granted 94,438 shares of common stock of Old Synlogic subject to a restricted stock agreement, dated May 15, 2017, by and between Old Synlogic and the Reporting Person, under the 2017 Stock Plan (the "2017 Plan"). Pursuant to the Merger Agreement, this common stock was converted into 52,243 shares of the Issuer's common stock. One-fourth of the total number of shares subject to the restricted stock agreement vest on September 1, 2017 and the remainder vest in equal monthly installments until September 1, 2020, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the 2017 Plan.
- F3On May 15, 2017, Reporting Person was granted an option to purchase 77,374 shares of common stock of Old Synlogic under the 2017 Plan at an exercise price of $7.48 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 42,803 shares of the Issuer's common stock at a per share exercise price of $13.53. One fourth of the total number of shares subject to the option vest on September 1, 2017 and the remainder vest in equal monthly installments until September 1, 2020, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
- F4On May 15, 2017, Reporting Person was granted an option to purchase 55,000 shares of common stock of Old Synlogic under the 2017 Plan at an exercise price of $7.48 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 30,426 shares of the Issuer's common stock at a per share exercise price of $13.53. The shares vest in equal monthly installments beginning on June 15, 2017 and continuing until May 15, 2021, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
Remarks
Chief Financial Officer, Treasurer and Secretary