SEC Form 4 · accession 0001140361-16-086987
Armata Pharmaceuticals, Inc. · ARMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 12, 2016
Accepted (ET)
Nov 16, 2016 · 5:24 pm EST
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,F2 | Nov 12, 2016 | C | 428,571 | $0.00 | A | 828,571 | I | by NRM VII Holdings |
| Common StockF3 | holding | — | — | — | 758,788 | I | by Intrexon Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F4,F2 | — | Nov 12, 2016 | C | 2,142,857 | D | — | — | Common Stock | 428,571 | 0 | I |
Explanation of responses
- F1On November 12, 2016, NRM VII Holdings I, LLC ("NRM VII Holdings") and the issuer entered into a settlement agreement with respect to the lawsuit filed against the issuer and the members of its Board of Directors relating to the automatic conversion of Series B Convertible Preferred Stock.
- F2Randal 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.
- F3Randal 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.
- F4In connection with the automatic conversion of Series B Convertible Preferred Stock the shares were automatically converted at a ratio of 1-to-5. Shares of Series B Convertible Preferred Stock had no expiration date.