SEC Form 4 · accession 0001144204-15-003139
CALADRIUS BIOSCIENCES, INC. · CLBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robin L Smith
Officer — Exec. Chairman of the Board · Director
Period of report
Jan 16, 2015
Accepted (ET)
Jan 21, 2015 · 9:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000320017
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Jan 16, 2015 | A | 39,276 | — | A | 329,410 | D | |
| Common Stock, par value $0.001 per share | Jan 16, 2015 | F | 20,117 | $3.48 | D | 309,293 | D |
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 purchase)F2,F3 | $3.73 | Jan 16, 2015 | D | 50,000 | D | — | Jan 1, 2025 | Common Stock, par value $0.001 per share | 50,000 | 250,000 | D |
Explanation of responses
- F1On January 16, 2015, the reporting person, Robin L. Smith, M.D., entered into an amendment to her employment agreement, as amended (the "Amendment") with NeoStem, Inc. (the "Company). Pursuant to the terms of the Amendment, the award consists of a grant of 39,276 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The award was made pursuant and subject to the terms and conditions of the Company's Amended and Restated 2009 Equity Compensation Plan (the "2009 Plan").
- F2On January 2, 2015, in connection with a January 1, 2015 amendment to her employment agreement, as amended, Dr. Smith was granted an option to purchase 300,000 shares of Common Stock, pursuant and subject to the terms and conditions of the 2009 Plan (the "Option"). Pursuant to the terms of the Amendment, the award described in footnote 1 was made in exchange for the rescission of a portion of the Option, such Option being reduced to an option to purchase 250,000 shares of Common Stock. The award of Common Stock described in footnote 1 has a Black-Scholes value equal to the value of the rescinded portion of the Option.
- F3The Option, as amended, vested as to one-third of the Option shares immediately upon grant, with the remainder of the Option scheduled to vest as to one-third of the Option shares on June 7, 2015 and as to the remaining one-third of the Option shares on December 7, 2015.