FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/06/2014 |
3. Issuer Name and Ticker or Trading Symbol
ARGOS THERAPEUTICS INC [ ARGS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | (1) | (1) | Common Stock | 37(1) | (1) | D | |
Series D Preferred Stock | (2) | (2) | Common Stock | 619(2) | (2) | D | |
Series E Preferred Stock | (3) | (3) | Common Stock | 4,941(3) | (3) | D | |
Stock Option (right to buy) | (4) | 07/02/2018 | Common Stock | 13,943(11) | $4.2(11) | D | |
Stock Option (right to buy) | (5) | 12/05/2018 | Common Stock | 5,612(11) | $4.2(11) | D | |
Stock Option (right to buy) | (6) | 12/10/2020 | Common Stock | 6,809(11) | $4.2(11) | D | |
Stock Option (right to buy) | (7) | 04/10/2022 | Common Stock | 23,794(11) | $4.2(11) | D | |
Stock Option (right to buy) | (8) | 12/11/2022 | Common Stock | 17,102(11) | $4.2(11) | D | |
Stock Option (right to buy) | (9) | 11/01/2023 | Common Stock | 89,815(11) | $5.82(11) | D | |
Stock Option (right to buy) | (10) | 11/11/2023 | Common Stock | 17,800(11) | $5.82(11) | D |
Explanation of Responses: |
1. The Series C Preferred Stock has no expiration date. Each share of Series C Preferred Stock will convert automatically into 0.0074 shares of Common Stock upon the closing of the Issuer's initial public offering, which reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014. |
2. The Series D Preferred Stock has no expiration date. Each share of Series D Preferred Stock will convert automatically into 0.1667 shares of Common Stock upon the closing of the Issuer's initial public offering, which reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014. |
3. The Series E Preferred Stock has no expiration date. Each share of Series E Preferred Stock will convert automatically into 0.1667 shares of Common Stock upon the closing of the Issuer's initial public offering, which reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014. |
4. The option is fully vested and exercisable. |
5. The option is fully vested and exercisable. |
6. This option was granted on December 10, 2010 and vests in equal amounts monthly over a four year period beginning on February 24, 2010. |
7. This option was granted on April 10, 2012 and vested as to 33% of the shares underlying this option on the date of grant, with the remaining 66% of the shares underlying this option vesting in equal amounts monthly over the next three years beginning on April 10, 2012. |
8. This option was granted on December 11, 2012 and vested as to 50% of the shares underlying this option on the date of grant, with the remaining 50% of the shares underlying this option vesting in equal amounts monthly over the next two years beginning on October 31, 2012. |
9. This option was granted on November 1, 2013 and vests as to 25% of the shares underlying this option on November 1, 2014, with the remaining 75% of the shares underlying this option vesting in equal amounts monthly over the next three years beginning on November 1, 2014. |
10. This option was granted on November 11, 2013 and vests as to 25% of the shares underlying this option on November 11, 2014, with the remaining 75% of the shares underlying this option vesting in equal amounts monthly over the next three years beginning on November 11, 2014. |
11. Reflects a one-for-six reverse stock split of the Issuer's Common Stock that was effected on January 17, 2014, pursuant to which (i) the number of shares of Common Stock underlying this option was divided by six and (ii) the exercise price of this option was multiplied by six. |
Remarks: |
Exhibit Index Exhibit 24.1 - Power of Attorney |
/s/ Frederick M. Miesowicz | 02/06/2014 | |
** 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 5 (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. |