SEC Form 4 · accession 0001140361-17-018903
SOLIGENIX, INC. · SNGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 4, 2017
Accepted (ET)
May 8, 2017 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000812796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4 | May 4, 2017 | X | 250,000 | $0.80 | A | 583,334 | I | by NRM VII Holdings |
| Common StockF2,F4 | May 4, 2017 | S | 49,875 | $4.01 | D | 533,459 | I | by NRM VII Holdings |
| Common StockF3,F4 | May 4, 2017 | S | 11,739 | $2.97 | D | 521,720 | I | by NRM VII Holdings |
| Common StockF3,F4 | May 5, 2017 | S | 71,607 | $2.70 | D | 450,113 | I | by NRM VII Holdings |
| Common StockF3,F4 | May 8, 2017 | S | 9,695 | $2.54 | D | 440,418 | I | by NRM VII Holdings |
| Common StockF3,F1,F5 | May 4, 2017 | S | 2,278 | $2.97 | D | 101,171 | I | by Intrexon |
| Common StockF3,F5 | May 5, 2017 | S | 13,893 | $2.70 | D | 87,278 | I | by Intrexon |
| Common StockF3,F5 | May 8, 2017 | S | 1,881 | $2.54 | D | 85,397 | I | by Intrexon |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF1,F4 | $0.80 | May 4, 2017 | X | 250,000 | D | Jun 25, 2013 | Jun 25, 2018 | Common Stock | 250,000 | 0 | I |
Explanation of responses
- F1The indicated share amount is reflective of a 1:10 reverse stock split effected by the issuer on October 7, 2016.
- F2Shares surrendered to the issuer in order to satisfy the exercise price in connection with the cashless exercise of a warrant to purchase 250,000 shares of common stock of the issuer.
- F3Pursuant to a joint selling program, NRM VII Holdings I, LLC ("NRM VII Holdings") and Intrexon Corporation ("Intrexon") sold shares on a pro rata basis.
- F4Randal J. Kirk controls NRM VII Holdings. Shares held by this entity may be deemed to be indirectly beneficially owned (as defined under Rule 13d- 3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
- F5Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon. Shares held by Intrexon may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.