SEC Form 4 · accession 0000902664-17-003965
IMMUNOMEDICS INC · IMMU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
venBio Select Advisor LLC
Director · 10% Owner
Behzad Aghazadeh
Director · 10% Owner · Other
Period of report
Aug 24, 2017
Accepted (ET)
Oct 12, 2017 · 4:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000722830
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per share (the "Common Stock")F3,F1,F2 | Aug 24, 2017 | C | 4,251,386 | — | A | 14,739,462 | I | See footnotes |
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 StockF1,F3,F2 | $5.41 | Aug 24, 2017 | C | 184,000 | D | — | — | Common Stock | 4,251,386 | 0 | I |
Explanation of responses
- F1The 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.
- F2The 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.
- F3Pursuant to the terms of the Certificate of Designation of the Series A-1 Convertible Preferred Stock, the shares of Series A-1 Convertible Preferred Stock automatically converted into shares of Common Stock without any action by the Reporting Persons on August 24, 2017. These shares of Series A-1 Convertible Preferred Stock had no expiration date.
Remarks
The Investment Manager may be deemed 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.