SEC Form 4 · accession 0000902664-18-001218
IMMUNOMEDICS INC · IMMU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
venBio Select Advisor LLC
Director · 10% Owner · Other
Behzad Aghazadeh
Director · 10% Owner · Other
Period of report
Feb 16, 2018
Accepted (ET)
Feb 16, 2018 · 5:39 pm EST
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")F1,F2 | Feb 16, 2018 | X | 875,000 | $7.00 | A | 16,939,461 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F1,F2 | $7.00 | Feb 16, 2018 | X | 5,000 | D | Aug 21, 2017 | Feb 16, 2018 | Common Stock | 500,000 | — | I |
| Put Option (obligation to buy)F1,F2 | $7.00 | Feb 16, 2018 | E | 5,000 | D | Aug 21, 2017 | Feb 16, 2018 | Common Stock | 500,000 | 0 | I |
| Call Option (right to buy)F1,F2 | $7.00 | Feb 16, 2018 | X | 2,500 | D | Aug 22, 2017 | Feb 16, 2018 | Common Stock | 250,000 | — | I |
| Put Option (obligation to buy)F1,F2 | $7.00 | Feb 16, 2018 | E | 2,500 | D | Aug 22, 2017 | Feb 16, 2018 | Common Stock | 250,000 | — | I |
| Call Option (right to buy)F1,F2 | $7.00 | Feb 16, 2018 | X | 1,250 | D | Aug 23, 2017 | Feb 16, 2018 | Common Stock | 125,000 | — | I |
| Put Option (obligation to buy)F1,F2 | $7.00 | Feb 16, 2018 | E | 1,250 | D | Aug 23, 2017 | Feb 16, 2018 | Common Stock | 125,000 | — | 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.
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.