FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Oncothyreon Inc. [ ONTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2011 | ||||||||||||||||||||||||||
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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/31/2011 | M | 2,388 | A | (1) | 29,059(2) | D | |||
Common Stock | 12/31/2011 | F(3) | 597 | D | $7.58 | 28,462(4) | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (1) | 12/31/2011 | M | 2,388 | 12/31/2011 | 12/31/2011 | Common Stock | 2,388 | (1) | 0 | D |
Explanation of Responses: |
1. Each restricted share unit was the economic equivalent of one share of common stock. On December 31, 2011, 2,388 of Mr. Stoughton's restricted share units were settled for an equal number of shares of common stock. |
2. Reflects 12,624 restricted share units previously owned and 16,435 shares directly beneficially owned by Mr. Stoughton. |
3. The shares were disposed of to the Issuer in a transaction approved by the board of directors in accordance with Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934. The 597 shares represent 25% of the shares underlying the RSU grant to Mr. Stoughton that vested on December 31, 2011 and the transaction is designed to facilitate Mr. Stoughton's satisfaction of U.S. federal income tax obligations in connection with the vesting of such RSU grant. The Issuer's common stock was not traded on the vesting date. Accordingly, the price per share is equal to the closing price of the Issuer's common stock on December 30, 2011, the most recent date prior to the vesting date on which the Issuer's common stock was traded. |
4. Reflects 12,624 restricted share units previously owned and 15,838 shares directly beneficially owned by Mr. Stoughton. |
/s/ Barbara A. Mery, attorney-in-fact | 01/03/2012 | |
** 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. |