SEC Form 4 · accession 0001275292-17-000003
Oncolix, Inc. · ONCX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Donald Payne
Officer — Secretary · Director
Period of report
Aug 3, 2017
Accepted (ET)
Aug 7, 2017 · 1:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001584137
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Aug 3, 2017 | A | 400,000 | — | A | 2,028,000 | D | |
| Series A Preferred StockF1,F3 | Aug 3, 2017 | A | 14,000 | — | A | 28,000 | D | |
| Common StockF2,F3 | Aug 3, 2017 | D | 61,465,130 | — | A | 2,028,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F4,F3 | $0.075 | Aug 3, 2017 | A | 14,000 | A | Aug 3, 2017 | Jan 1, 2050 | Common Stock | 14,000 | 28,000 | D |
| Warrant to acquire Series A PreferredF1 | $0.0825 | Aug 3, 2017 | A | 14,000 | A | Aug 3, 2017 | Jan 16, 2020 | Series A Preferred Stock | 14,000 | 28,000 | D |
| Option to acquire Common StockF1 | $0.005 | Aug 3, 2017 | A | 500,000 | A | Aug 3, 2017 | Apr 25, 2021 | Common Stock | 500,000 | 1,600,000 | D |
| Option to acquire Common StockF1 | $0.015 | Aug 3, 2017 | A | 1,100,000 | A | Aug 3, 2017 | Nov 28, 2021 | Common Stock | 1,100,000 | 1,600,000 | D |
Explanation of responses
- F1On August 3, 2017, a wholly-owned subsidiary of AEPP, AEPP Merger Sub, Inc., merged with and into Oncolix, Inc. Oncolix was the surviror of the merger (Merger) and Oncolix became a wholly-owned subsidiary of AEPP. In connection with the Merger, the Oncolix securities owned were converted into the right to receive securities of AEPP.
- F2As reflected on his Form 3 filed on April 11, 2017, Mr. Payne may be deemed a beneficial owner of such 61,465,130 shares owned by Oncolix, Inc., as a result of Mr. Payne being an executive officer of Oncolix, Inc.; however, Mr. Payne disclaimed any such beneficial ownership in the 61,465,130 shares owned by Oncolix, Inc. The 61,465,130 shares of common stock owned by Oncolix, Inc. were disposed to, and cancelled by, AEPP in connection with the Merger. While Mr. Payne disclaimed any such beneficial ownership, had he owned any such beneficial interest, Mr. Payne disposed of such beneficial ownership to AEPP in connection with such cancellation as provided for in the Merger.
- F3Includes (i) 14,000 shares of AEPP common stock issuable upon conversion of AEPP Series A Preferred Stock; (ii) 14,000 shares of AEPP Series A Preferred Stock issuable upon exercise of warrants to acquire AEPP Series A Preferred Stock;(iii) 14,000 shares of shares of AEPP common stock issuable upon the conversion of AEPP Series A Preferred stock that may be acquired pursuant to (ii) herein; and (iv) 1,600,000 shares of AEPP Common Stock that may be acquired pursuant to options.
- F4Each share of Series A Preferred Stock is convertible into one share of Common Stock, subject to adjustment. There is no expiration date for conversion.