SEC Form 4 · accession 0001140361-15-012497
Armata Pharmaceuticals, Inc. · ARMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 16, 2015
Accepted (ET)
Mar 18, 2015 · 4:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000921114
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 16, 2015 | P | 13,939,392 | $0.165 | A | 37,939,392 | I | by Intrexon Corporation |
| Common StockF2 | holding | — | — | — | 20,000,000 | I | NRM VII Holdings |
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 StockF4,F1,F3 | $0.215 | Mar 16, 2015 | P | 3,484,848 | A | — | Mar 16, 2020 | Common Stock | 3,484,848 | 3,484,848 | I |
Explanation of responses
- F1Randal J. Kirk, directly and through certain affiliates, has voting and dispositive power over a majority of the outstanding capital stock of Intrexon Corporation. Mr. Kirk may therefore be deemed to have voting and dispositive power over the shares of the issuer owned by Intrexon Corporation. Shares held by Intrexon Corporation 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.
- F2Randal J. Kirk controls NRM VII Holdings I, LLC ("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.
- F3The warrants will be exercisable beginning on the date the issuer effects a reverse stock split or increases the number of authorized shares of common stock, in either case in an amount sufficient to permit the exercise in full of these warrants.
- F4On March 16, 2015, in a private placement, Intrexon Corporation purchased 13,939,392 shares of common stock of the issuer and in connection therewith the issuer issued to Intrexon Corporation warrants to purchase 0.25 shares of common stock for each share of common stock purchased, or warrants to purchase 3,484,848 shares of common stock in the aggregate.