SEC Form 4 · accession 0001493152-18-013747
enVVeno Medical Corp · NVNO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Andrew Berman
Officer — Chief Executive Officer · Director
Period of report
Sep 24, 2018
Accepted (ET)
Sep 26, 2018 · 3:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001661053
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 | $4.99 | Sep 24, 2018 | A | 1,080,207 | A | — | Sep 24, 2028 | Common Stock | 1,080,207 | 1,080,207 | D |
Explanation of responses
- F1On September 24, 2018, the Board of Directors of the Company approved the grant of a ten-year option to purchase an aggregate of 1,080,207 shares of the Company's common stock at an exercise price of $4.99 per share (the "Option") to the reporting person, which Option was issued pursuant to the terms of that certain employment agreement, dated March 30, 2018 (the "Effective Date"), between the reporting person and the Company (the "Employment Agreement"). The grant of the Option was in fulfillment of the express terms of the previously agreed to Employment Agreement, which was filed as an exhibit to the Company's Form S-1/A with the Securities and Exchange Commission on April 16, 2018.
- F2The Employment Agreement provides that the reporting person is entitled to receive an equity grant of an option to purchase up to 6.5% of the Company's common stock outstanding on a fully diluted basis at the closing of the Company's initial public offering. The shares subject to the Option will vest over a period of 2 years, with 1/5th of the shares subject to the Option having vested on the Effective Date (the "Initial Vesting") and the remaining shares vesting in substantially equal monthly installments during the twenty-four (24) month period following the Effective Date and ending March 30, 2020 (as of the date of this report 396,076 shares subject to the Option, including the Initial Vesting, have vested).