SEC Form 4 · accession 0001209191-18-040738
Neon Therapeutics, Inc. · NTGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 29, 2018
Accepted (ET)
Jul 3, 2018 · 2:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001694187
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 29, 2018 | C | 999,998 | — | A | 999,998 | D | |
| Common StockF1,F3 | Jun 29, 2018 | C | 999,998 | — | A | 999,998 | I | By corporation |
| Common StockF4,F2 | Jun 29, 2018 | C | 782,917 | — | A | 1,782,915 | D | |
| Common StockF2 | Jun 29, 2018 | P | 315,000 | $16.00 | A | 2,097,915 | 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,F2 | — | Jun 29, 2018 | C | 5,000,000 | D | — | — | Common Stock | 999,998 | 0 | D |
| Series A Preferred StockF1,F3 | — | Jun 29, 2018 | C | 5,000,000 | D | — | — | Common Stock | 999,998 | 0 | I |
| Series B Preferred StockF4,F2 | — | Jun 29, 2018 | C | 3,914,590 | D | — | — | Common Stock | 782,917 | 0 | D |
Explanation of responses
- F1Reflects conversion of shares of Series A Preferred Stock into shares of the Issuer's common stock, $0.001 par value per share ("Common Stock"), in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series A Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH and CBI (each as defined below) each received $32.00 for the cash settlement of an aggregate of 2 fractional shares of Common Stock.
- F2The securities reported are held directly by Access Industries Holdings LLC ("AIH") and may be deemed to be beneficially owned by Access Industries, LLC ("Access LLC"), Access Industries Management, LLC ("Management LLC") and Len Blavatnik, because Access LLC holds a majority of the outstanding voting interests in AIH, Management LLC controls Access LLC and AIH, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than AIH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than AIH) is the beneficial owner of such securities for any purpose.
- F3The securities reported are held directly by Clal Biotechnology Industries Ltd. ("CBI"). AIH, Access LLC, Management LLC and Len Blavatnik may be deemed to beneficially own the securities held directly by CBI because Clal Industries Ltd. ("CI") is the controlling shareholder of CBI, AIH controls CI, Access LLC holds a majority of the outstanding interests in AIH, Management LLC controls Access LLC, and Len Blavatnik controls Management LLC and Access LLC. Each of the reporting persons (other than CBI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, if any, and this Form shall not be construed as an admission that any such reporting person (other than CBI) is the beneficial owner of such securities for any purpose.
- F4Reflects conversion of shares of Series B Preferred Stock into shares of Common Stock in connection with the closing of the Issuer's initial public offering of Common Stock on approximately a 5:1 basis exempted under Rule 16b-6(b). The Series B Preferred Stock were convertible at any time into shares of Common Stock and had no expiration date. In connection with the conversion, fractional shares of Common Stock were cash settled at a value of $16.00 per share. AIH received $16.00 for the cash settlement of an aggregate of 1 fractional share of Common Stock.
Remarks
As a result of CBI's relationships with the other Reporting Persons, it is possible that CBI may be deemed a member of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the" Act"), with such other Reporting Persons. CBI is making this filing as a precautionary matter and this filing shall not be deemed an admission that CBI is a member of a group or is subject to the reporting requirements of Section 16 of the Act.