SEC Form 4 · accession 0001209191-18-004293
Evofem Biosciences, Inc. · EVFM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Russell Barrans
Officer — Chief Commercial Officer
Period of report
Jan 17, 2018
Accepted (ET)
Jan 18, 2018 · 4:59 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618835
Table I — non-derivative securities
No Table I lines on this filing.
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,F2,F3 | $46.36 | Jan 17, 2018 | A | 3,850 | A | — | Sep 28, 2026 | Common Stock | 3,850 | 3,850 | D |
| Stock Option (right to buy)F1,F2,F4 | $46.36 | Jan 17, 2018 | A | 1,283 | A | — | Sep 28, 2026 | Common Stock | 1,283 | 1,283 | D |
Explanation of responses
- F1On January 17, 2018, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger and Reorganization, dated October 17, 2017, by and among Issuer, Nobelli Merger Sub, Inc., and Evofem Biosciences Operations, Inc., formerly known as Evofem Biosciences, Inc. ("Evofem Operations"), as filed with the Securities and Exchange Commission on Form 8-K on October 17, 2017 (the "Merger Agreement"). Pursuant to the Merger Agreement all issued and outstanding options of Evofem Operations converted into and became options to purchase shares of Issuer's common stock.
- F2These options to purchase common stock of Issuer were received in connection with the Merger in exchange for options to purchase shares of common stock of Evofem Operations. Each option to purchase one share of common stock of Evofem Operations was cancelled and exchanged for the right to receive an option to purchase 0.154 shares of common stock of Issuer. The shares of common stock of Issuer exercisable pursuant to the option reported reflect any necessary adjustments to account for the 6 for 1 reverse stock split effected by Issuer on January 17, 2018.
- F3Mr. Barrans acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2016 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2019, subject to Mr. Barrans' continued service.
- F4Mr. Barrans acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2017 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2020, subject to Mr. Barrans' continued service.