SEC Form 4 · accession 0001209191-18-052662
XBiotech Inc. · XBIT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 26, 2018 | S | 17,634 | $3.0508 | D | 3,783,600 | D | |
| Common Stock | holding | — | — | — | 11,500 | I | Trust | |
| Common Stock | holding | — | — | — | 100,000 | I | Foundation |
Table II — derivative securities
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.00 to $3.13, inclusive. The reporting person undertakes to provide to XBIT, any security holder of XBIT, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Remarks
Effective June 29, 2018, W. Thorpe McKenzie (the "Reporting Person"), a Director of XBiotech, Inc. (the "Company"), adopted a stock trading plan (the "10b5-1 Plan"). For personal tax and financial planning purposes, Mr. McKenzie presently intends to sell up to approximately 15% of his total holdings in the Company in monthly installments, beginning on July 30, 2018 and which will terminate on or before February 28, 2019. The 10b5-1 Plan was adopted in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company's insider trading policies. Rule 10b5-1 permits corporate officers, directors and others to adopt written, pre-arranged stock trading plans when they are not in possession of material, non-public information. Using these plans, insiders may gradually diversify their investment portfolios and spread stock trades over a period of time regardless of any material, non-public information they may receive after adopting their plans. In accordance with Rule 10b5-1, Mr. McKenzie will have no discretion over the sales of his shares of common stock under the plan. As reflected in this Form 4, the Reporting Person exercised and sold 17,634 shares of XBiotech Inc. common stock on the open market as part of this 10B5-1 trading plan.