FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [ IMMU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 06/30/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 01/29/2017 | A4 | 29,239(1) | A | $0 | 2,401,054(2) | D | ||||||||
Common Stock | 01/29/2017 | F4 | 11,696 | D | $4.65 | 2,401,054(2) | D | ||||||||
Common Stock | 01/29/2017 | A4 | 29,240(1) | A | $0 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 01/29/2017 | F4 | 11,696 | D | $4.65 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 03/14/2017 | A4 | 14,620(1) | A | $0 | 2,401,054(2) | D | ||||||||
Common Stock | 03/14/2017 | F4 | 5,848 | D | $6.39 | 2,401,054(2) | D | ||||||||
Common Stock | 03/14/2017 | A4 | 14,620(1) | A | $0 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 03/14/2017 | F4 | 5,848 | D | $6.39 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/18/2017 | M4 | 11,500 | A | $3.28 | 2,401,054(2) | D | ||||||||
Common Stock | 05/18/2017 | S4 | 11,500 | D | $7.3767 | 2,401,054(2) | D | ||||||||
Common Stock | 05/19/2017 | M4 | 11,500 | A | $3.28 | 2,401,054(2) | D | ||||||||
Common Stock | 05/19/2017 | S4 | 11,500 | D | $7.3414 | 2,401,054(2) | D | ||||||||
Common Stock | 05/22/2017 | M4 | 11,500 | A | $3.28 | 2,401,054(2) | D | ||||||||
Common Stock | 05/22/2017 | S4 | 11,500 | D | $7.4548 | 2,401,054(2) | D | ||||||||
Common Stock | 05/25/2017 | M4 | 109,000 | A | $3.28 | 2,401,054(2) | D | ||||||||
Common Stock | 05/25/2017 | S4 | 109,000 | D | $7.428 | 2,401,054(2) | D | ||||||||
Common Stock | 05/25/2017 | M4 | 106,500 | A | $3.28 | 2,401,054(2) | D | ||||||||
Common Stock | 05/18/2017 | M4 | 9,500 | A | $3.28 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/18/2017 | S4 | 9,500 | D | $7.3768 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/19/2017 | M4 | 9,500 | A | $3.28 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/19/2017 | S4 | 9,500 | D | $7.4008 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/22/2017 | M4 | 9,500 | A | $3.28 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/22/2017 | S4 | 9,500 | D | $7.4508 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/25/2017 | M4 | 86,500 | A | $3.28 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/25/2017 | S4 | 86,500 | D | $7.4181 | 3,467,423 | I | See Footnote(3) | |||||||
Common Stock | 05/25/2017 | M4 | 85,000 | A | $3.28 | 3,467,423 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Option (right to buy) | $3.28 | 05/18/2017 | 4M | 11,500 | (4) | 07/23/2017 | Common Stock, par value $0.01 per share | 11,500 | $0 | 238,500 | D | |||
Stock Option (right to buy) | $3.28 | 05/19/2017 | 4M | 11,500 | (4) | 07/23/2017 | Common Stock, par value $0.01 per share | 11,500 | $0 | 227,000 | D | |||
Stock Option (right to buy) | $3.28 | 05/22/2017 | 4M | 11,500 | (4) | 07/23/2017 | Common Stock, par value $0.01 per share | 11,500 | $0 | 215,500 | D | |||
Stock Option (right to buy) | $3.28 | 05/25/2017 | 4M | 109,000 | (4) | 07/23/2017 | Common Stock, par value $0.01 per share | 109,000 | $0 | 106,500 | D | |||
Stock Option (right to buy) | $3.28 | 05/25/2017 | 4M | 106,500 | (4) | 07/23/2017 | Common Stock, par value $0.01 per share | 106,500 | $0 | 0 | D | |||
Stock Option (right to buy) | $3.28 | 05/18/2017 | 4M | 9,500 | (5) | 07/23/2017 | Common Stock, par value $0.01 per share | 9,500 | $0 | 190,500 | I | See Footnote(5) | ||
Stock Option (right to buy) | $3.28 | 05/19/2017 | 4M | 9,500 | (5) | 07/23/2017 | Common Stock, par value $0.01 per share | 9,500 | $0 | 181,000 | I | See Footnote(5) | ||
Stock Option (right to buy) | $3.28 | 05/22/2017 | 4M | 9,500 | (5) | 07/23/2017 | Common Stock, par value $0.01 per share | 9,500 | $0 | 171,500 | I | See Footnote(5) | ||
Stock Option (right to buy) | $3.28 | 05/25/2017 | 4M | 86,500 | (5) | 07/23/2017 | Common Stock, par value $0.01 per share | 86,500 | $0 | 85,000 | I | See Footnote(5) | ||
Stock Option (right to buy) | $3.28 | 05/25/2017 | 4M | 85,000 | (5) | 07/23/2017 | Common Stock, par value $0.01 per share | 85,000 | $0 | 0 | I | See Footnote(5) |
Explanation of Responses: |
1. Represents the settlement of common stock underlying Performance Units that have vested in accordance with the terms of the Performance-Based Restricted Stock Unit Agreement entered into by and between the Company and the reporting person on August 16, 2013. |
2. Includes a total of 190,000 shares held as joint tenants by the reporting person and his spouse, Cynthia L. Goldenberg, also known as Cynthia L. Sullivan, a director of the Issuer. |
3. Such shares are held by the reporting person's spouse, by various trusts established for the benefit of the reporting person and/or family members of the reporting person, or by a majority-owned subsidiary of the Issuer, of which the reporting person is an officer. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein. |
4. The reporting person was granted stock options pursuant to the Company's 2006 Stock Incentive Plan, as amended. Such stock options vested 25% on the first anniversary of the date of grant and 6.25% on a quarterly basis thereafter. |
5. The reporting person's spouse, Ms. Cynthia L. Sullivan, was granted stock options pursuant to the Company's 2006 Stock Incentive Plan, as amended. Such stock options vested 25% on the first anniversary of the date grant and 6.25% on a quarterly basis thereafter. |
/s/ David M. Goldenberg | 08/14/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |