SEC Form 4 · accession 0001171843-18-006617
IMMUNOMEDICS INC · IMMU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 2, 2018
Accepted (ET)
Sep 18, 2018 · 5:18 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 shareF1,F2 | Apr 2, 2018 | A | 3,849 | $0.00 | A | 3,849 | D | |
| Common Stock, $0.01 par value per shareF3,F4 | holding | — | — | — | 17,714,461 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1,F5 | $14.29 | Apr 2, 2018 | A | 6,497 | A | Apr 2, 2019 | Apr 2, 2025 | Common Stock, par value $0.01 per share | 6,497 | 6,497 | D |
Explanation of responses
- F1Such grants of restricted stock units and stock options were made automatically pursuant to the Issuer's compensation policy for non-employee directors as of the date of the Issuer's 2018 annual meeting of stockholders, which occurred on April 2, 2018.
- F2Includes restricted stock units that represent a contingent right to receive one share of the Issuer's common stock. The restricted stock units shall vest on the first anniversary of the date of grant, subject to the Behzad Aghazadeh's ("Dr. Aghazadeh") continued service as a director of the Issuer.
- F3The 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. Dr. Aghazadeh (together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
- F4The 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.
- F5The stock options vest on the first anniversary of the date of grant, subject to the Dr. Aghazadeh's continued service as a director of the Issuer.
Remarks
venBio Select Advisor LLC may be deemed to be a director by deputization of the Issuer by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer