0001209191-21-064223.txt : 20211112 0001209191-21-064223.hdr.sgml : 20211112 20211112164121 ACCESSION NUMBER: 0001209191-21-064223 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211112 FILED AS OF DATE: 20211112 DATE AS OF CHANGE: 20211112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAU JOHNSON YIU NAM CENTRAL INDEX KEY: 0001181165 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38112 FILM NUMBER: 211404304 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athenex, Inc. CENTRAL INDEX KEY: 0001300699 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 431985966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 MAIN STREET STREET 2: SUITE 600 CITY: BUFFALO STATE: NY ZIP: 14203 BUSINESS PHONE: 716-898-8625 MAIL ADDRESS: STREET 1: 1001 MAIN STREET STREET 2: SUITE 600 CITY: BUFFALO STATE: NY ZIP: 14203 FORMER COMPANY: FORMER CONFORMED NAME: Kinex Pharmaceuticals, Inc. DATE OF NAME CHANGE: 20131223 FORMER COMPANY: FORMER CONFORMED NAME: Kinex Pharmaceuticals LLC DATE OF NAME CHANGE: 20040817 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-12 0 0001300699 Athenex, Inc. ATNX 0001181165 LAU JOHNSON YIU NAM C/O ATHENEX, INC. 1001 MAIN STREET, SUITE 600 BUFFALO NY 14203 1 1 0 0 CEO and Chairman of the Board Common Stock 2021-11-12 4 P 0 10000 2.069 A 3260959 D Common Stock 678880 I By Avalon Biomedical (Management) Limited Common Stock 164925 I By Spouse Common Stock 107181 I By Avalon Polytom (HK) Limited Stock Option (Right to Buy) 4.55 2013-03-26 2022-03-26 Common Stock 150000 150000 D Stock Option (Right to Buy) 4.55 2013-01-02 2023-01-02 Common Stock 1200000 1200000 D Stock Option (Right to Buy) 7.50 2018-05-22 2025-05-22 Common Stock 1400000 1400000 D Stock Option (Right to Buy) 11.00 2018-06-13 2027-06-13 Common Stock 1 1 D Stock Option (Right to Buy) 9.00 2019-07-17 2025-07-17 Common Stock 54904 54904 I By Avalon Biomedical (Management) Limited Stock Option (Right to Buy) 17.30 2028-03-27 Common Stock 250000 250000 D Stock Option (Right to Buy) 13.17 2029-02-28 Common Stock 250000 250000 D Stock Option (Right to Buy) 7.32 2020-12-31 2030-03-24 Common Stock 55045 55045 D Stock Option (Right to Buy) 12.45 2030-06-05 Common Stock 300000 300000 D Stock Option (Right to Buy) 3.80 2031-08-03 Common Stock 150000 150000 D Restricted Stock Units Common Stock 150000 150000 D This transaction was executed in multiple trades ranging from $2.065 to $2.070. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected. Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Dr. Johnson Lau ("Dr. Lau") owns all of the outstanding interests in Creative Decade Global Limited, which owns 34.63% of the outstanding interests in Avalon Global, and Dr. Lau serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical. Dr. Lau disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Dr. Lau is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These shares were acquired pursuant to the terms of a License Agreement dated as of June 29, 2018 by and between Athenex Therapeutics Limited, a wholly-owned subsidiary of Athenex, Inc. ("Athenex") and Avalon Polytom (HK) Limited, a majority-owned affiliate of Avalon Global. The number of shares was determined by dividing $2.0 million by the closing price of Athenex common stock on June 29, 2018. This option vests in four equal annual installments beginning on March 27, 2019. This option vests in four equal annual installments beginning on February 28, 2020. This option was issued to the reporting person pursuant to the 2017 Omnibus Incentive Plan in lieu of $363,846.14 of base salary. This option vests in four equal annual installments beginning on June 5, 2021. This option vests in four equal annual installments beginning on August 3, 2022. Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock units vest in four equal annual installments beginning on August 3, 2022. Exhibit List: Exhibit 24.1 - Power of Attorney /s/Steven Adams, Attorney-in-Fact 2021-11-12 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW BY ALL THESE PRESENTS, that the undersigned hereby constitutes and appoints each of (i) Steven Adams and (ii) Michael Smolinski, and each of them acting alone, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, trustee and/or shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act and the rules and regulations thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; 3. do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein. This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 reports on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 reports on behalf of the undersigned due to various factors and the undersigned and the Company's need to rely on others for information, including the undersigned and brokers of the undersigned. [Signature page follows] IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed as of this 11 day of November, 2021. /s/Johnson Yiu Nam Lau ------------------------------- Name: Johnson Yiu Nam Lau