SEC Form 4 · accession 0001209191-18-010567
Vaxart, Inc. · VXRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sean Tucker
Officer — Chief Scientific Officer
Period of report
Feb 13, 2018
Accepted (ET)
Feb 15, 2018 · 8:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000072444
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 13, 2018 | A | 45,640 | — | A | 45,640 | D | |
| Common StockF1 | Feb 13, 2018 | A | 9,060 | — | A | 9,060 | I | By spouse |
| Common StockF1 | Feb 13, 2018 | A | 25,388 | — | A | 25,388 | I | By joint trust with Frances Chang and Sean Tucker |
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 buy)F2 | $6.49 | Feb 13, 2018 | A | 2,014 | A | — | Mar 13, 2018 | Common Stock | 2,014 | 2,014 | D |
| Stock Option (right to buy)F3 | $6.49 | Feb 13, 2018 | A | 4,027 | A | — | Aug 27, 2020 | Common Stock | 4,027 | 4,027 | D |
| Stock Option (right to buy)F4 | $6.49 | Feb 13, 2018 | A | 1,006 | A | — | Mar 30, 2021 | Common Stock | 1,006 | 1,006 | D |
| Stock Option (right to buy)F5 | $8.03 | Feb 13, 2018 | A | 3,020 | A | — | Apr 13, 2022 | Common Stock | 3,020 | 3,020 | D |
| Stock Option (right to buy)F6 | $6.49 | Feb 13, 2018 | A | 10,523 | A | — | Aug 8, 2023 | Common Stock | 10,523 | 10,523 | D |
| Stock Option (right to buy)F7 | $8.03 | Feb 13, 2018 | A | 11,604 | A | — | May 8, 2024 | Common Stock | 11,604 | 11,604 | D |
| Stock Option (right to buy)F8 | $17.49 | Feb 13, 2018 | A | 10,067 | A | — | Jul 23, 2025 | Common Stock | 10,067 | 10,067 | D |
| Stock Optin (right to buy)F9 | $12.98 | Feb 13, 2018 | A | 7,731 | A | — | Mar 25, 2026 | Common Stock | 7,731 | 7,731 | D |
| Stock Optin (right to buy)F10 | $4.07 | Feb 13, 2018 | A | 9,060 | A | — | Jun 24, 2027 | Common Stock | 9,060 | 9,060 | D |
Explanation of responses
- F1Shares of common stock of the corporation then known as Vaxart Biosciences, Inc. ("Old Vaxart") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 27, 2017, by and among the Issuer, Agora Merger Sub, Inc. and Old Vaxart (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into approximately 0.221 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every 11 shares of common stock outstanding (the "Stock Split").
- F10On June 24, 2017, Reporting Person was granted an option to purchase 450,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.08 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 9,060 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $4.07 (as adjusted for the Stock Split). The option vests with respect to 25% of the underlying shares on the first anniversary of the vesting commencement date of June 14, 2017 and with respect to the remaining shares underlying the option in 36 equal monthly installments thereafter.
- F2On March 13, 2008, Reporting Person was granted an option to purchase 100,000 shares of the common stock of Old Vaxart under Old Vaxart's Amended and Restated 2007 Equity Incentive Plan (the "Plan") at an exercise price of $0.13 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 2,014 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $6.49 (as adjusted for the Stock Split). This option is fully vested.
- F3On August 27, 2010, Reporting Person was granted an option to purchase 200,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.13 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 4,027 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $6.49 (as adjusted for the Stock Split). This option is fully vested.
- F4On March 30, 2011, Reporting Person was granted an option to purchase 50,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.13 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 1,006 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $6.49 (as adjusted for the Stock Split). This option is fully vested.
- F5On April 13, 2012, Reporting Person was granted an option to purchase 150,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.16 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 3,020 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $8.03 (as adjusted for the Stock Split). This option is fully vested.
- F6On August 8, 2013, Reporting Person was granted an option to purchase 522,676 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.13 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 10,523 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $6.49 (as adjusted for the Stock Split). This option is fully vested.
- F7On May 8, 2014, Reporting Person was granted an option to purchase 576,338 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.16 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 11,604 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $8.03 (as adjusted for the Stock Split). This option is fully vested.
- F8On July 23, 2015, Reporting Person was granted an option to purchase 500,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.35 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 10,067 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $17.49 (as adjusted for the Stock Split). The option vests in 48 equal monthly installments beginning from July 1, 2015.
- F9On March 25, 2016, Reporting Person was granted an option to purchase 384,000 shares of the common stock of Old Vaxart under the Plan at an exercise price of $0.26 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 7,731 shares of the Issuer's common stock (as adjusted for the Stock Split) at a per share exercise price of $12.98 (as adjusted for the Stock Split). The option vests in 48 equal monthly installments beginning from March 25, 2016.