SEC Form 4 · accession 0000899243-17-022826
EXICURE, INC. · XCUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay Venkatesan
Director
Period of report
Sep 26, 2017
Accepted (ET)
Sep 28, 2017 · 9:40 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001698530
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F4 | Sep 26, 2017 | J | 190,957 | — | A | 190,957 | I | By The Venkatesan-Louizides Trust |
| Common StockF1,F3,F4 | Sep 26, 2017 | J | 90,192 | — | A | 90,192 | I | By Ayer Special Situations Fund I, LP |
| Common StockF1 | Sep 26, 2017 | A | 52,234 | — | A | 52,234 | D | |
| Common StockF3,F4 | Sep 26, 2017 | P | 66,666 | $3.00 | A | 156,858 | I | By Ayer Special Situations Fund I, LP |
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,F5,F6 | $0.65 | Sep 26, 2017 | A | 9,309 | A | — | Feb 17, 2024 | Common Stock | 9,309 | 9,309 | D |
| Stock Option (right to buy)F1,F5,F7 | $1.03 | Sep 26, 2017 | A | 12,929 | A | — | Apr 28, 2025 | Common Stock | 12,929 | 12,929 | D |
| Stock Option (right to buy)F1,F5,F8 | $4.21 | Sep 26, 2017 | A | 24,824 | A | — | Jan 4, 2027 | Common Stock | 24,824 | 24,824 | D |
Explanation of responses
- F1Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio").
- F2The Reporting Person is the trustee of the Venkatesan-Louizides Trust (the "Trust") and has voting or dispositive power over the shares held by the Trust.
- F3The Reporting Person is the managing director of the Ayer Special Situations Fund I, LP ("Ayer Fund") and has voting or dispositive power over the shares held by the Ayer Fund.
- F4The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F5Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio.
- F6This option vested 25% on October 1, 2014, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
- F7This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
- F8This option vests in 12 substantially equal monthly installments from January 4, 2017, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
Remarks
Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on September 28, 2017)