SEC Form 4 · accession 0001144204-15-003141
CALADRIUS BIOSCIENCES, INC. · CLBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J Mazzo
Officer — Chief Executive Officer · Director
Period of report
Jan 16, 2015
Accepted (ET)
Jan 21, 2015 · 9:02 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 | 290,078 | — | A | 290,078 | D | |
| Common Stock, par value $0.001 per share | Jan 16, 2015 | F | 130,535 | $3.48 | D | 159,543 | 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 | $3.50 | Jan 16, 2015 | D | 220,000 | D | — | Jan 4, 2025 | Common Stock, par value $0.001 per share | 220,000 | 400,000 | D |
| Stock Option (right to purchase)F2,F4 | $3.50 | Jan 16, 2015 | D | 200,000 | D | — | Jan 4, 2025 | Common Stock, par value $0.01 per share | 200,000 | 0 | D |
Explanation of responses
- F1On January 16, 2015, the reporting person, David J. Mazzo, Ph.D., entered into an amendment to his employment agreement (the "Amendment") with NeoStem, Inc. (the "Company). Pursuant to the terms of the Amendment, the award consists of (i) a grant of 151,946 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and (ii) a grant of 138,132 restricted shares of Common Stock subject to vesting upon the achievement of two performance milestones. The awards of Common Stock and restricted Common Stock were 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 5, 2015, the commencement date of his employment, Dr. Mazzo had been granted an option to purchase 620,000 shares of Common Stock (the "Initial Option") and an additional option (the "Additional Option") to purchase 200,000 shares of Common Stock, both pursuant and subject to the terms and conditions of the 2009 Plan. The Amendment reduced the Initial Option to an option to purchase 400,000 shares of Common Stock and rescinded the entire Additional Option. The awards described in footnote 1 have Black-Scholes values equal to the value of the rescinded portion of the Initial Option and the rescinded Additional Option, respectively.
- F3The Initial Option was vested as to 100,000 shares immediately upon grant with the remainder of the Initial Option shares scheduled to vest subject to Dr. Mazzo's continued employment in a series of sixteen successive quarterly installments (18,750 shares each) over the four years following the Commencement Date.
- F4The Additional Option had provided for vesting based on the achievement of two performance milestones (100,000 Additional Option shares each) subject to Dr. Mazzo's continued employment on each of the applicable 1/16th milestone vesting dates.