SEC Form 4 · accession 0000902664-17-002229
IMMUNOMEDICS INC · IMMU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 4, 2017
Accepted (ET)
May 8, 2017 · 6:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722830
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible Preferred Stock, par value $0.01F1,F2,F3 | $5.41 | May 4, 2017 | A | 184,000 | A | — | — | Common Stock, par value $0.01 per share ("Common Stock") | 4,251,386 | 184,000 | I |
Explanation of responses
- F1These shares of Series A-1 Convertible Preferred Stock are automatically convertible into shares of common stock, par value $0.01 per share (the "Common Stock") upon approval by the Issuer's stockholders to increase the number of the Issuer's authorized shares of Common Stock to enable conversion of all outstanding shares of Series A-1 Convertible Preferred Stock. As of the date hereof, approval by stockholders of the Issuer has not been obtained and, accordingly, the Series A-1 Convertible Preferred Stock is not currently convertible.
- F2The securities reported herein are held on behalf of accounts managed by venBio Select Advisor LLC, a Delaware limited liability company (the "Investment Manager") and venBio Select Fund LLC, a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
- F3The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
Remarks
The Investment Manager may be deemed to be a director by deputization of Immunomedics, Inc. (the "Issuer") by virtue of the fact that Dr. Agahazadeh currently serves on the board of directors of the Issuer.