0001062993-23-009310.txt : 20230418 0001062993-23-009310.hdr.sgml : 20230418 20230418205749 ACCESSION NUMBER: 0001062993-23-009310 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230414 FILED AS OF DATE: 20230418 DATE AS OF CHANGE: 20230418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM, L.P. CENTRAL INDEX KEY: 0001595849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1214 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23828320 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital (Master), L.P. CENTRAL INDEX KEY: 0001618360 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23828322 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-257-4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital GP, LLC CENTRAL INDEX KEY: 0001618699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23828321 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sessa Capital IM GP, LLC CENTRAL INDEX KEY: 0001618700 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23828319 BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.257.4410 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petry John CENTRAL INDEX KEY: 0001618702 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38552 FILM NUMBER: 23828318 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Provention Bio, Inc. CENTRAL INDEX KEY: 0001695357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 BUSINESS PHONE: 908-428-9136 MAIL ADDRESS: STREET 1: 55 BROAD STREET, 2ND FLOOR CITY: RED BANK STATE: NJ ZIP: 07701 FORMER COMPANY: FORMER CONFORMED NAME: Provention Inc. DATE OF NAME CHANGE: 20170120 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0407 4 2023-04-14 0001695357 Provention Bio, Inc. PRVB 0001618360 Sessa Capital (Master), L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618699 Sessa Capital GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001595849 Sessa Capital IM, L.P. 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618700 Sessa Capital IM GP, LLC 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0001618702 Petry John 888 SEVENTH AVENUE, 30TH FLOOR NEW YORK NY 10019 0 0 1 0 0 Common Stock 2023-04-14 4 X 0 8879023 6.00 A 17758046 D Common Stock 2023-04-14 4 S 0 2190549 24.32 D 15567497 D Common Stock 426931 D Warrants 6.00 2023-04-14 4 X 0 8879023 0 D 2022-07-13 2027-07-13 Common Stock 8879023 0 D The Reporting Persons exercised these warrants on a "cashless" basis, pursuant to the terms of the warrant to purchase stock, resulting in Provention Bio, Inc. withholding 2,190,549 shares of Common Stock and issuing the remaining 6,688,474 shares of Common Stock to Sessa Capital (Master), L.P. The disposition of the warrants and the resulting issuance of the net shares of Common Stock were exempt under Rule 16b-6(b) under the Securities Exchange Act of 1934, as amended. These securities of Provention Bio, Inc. are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P. indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. Calculated based on the closing price or last reported sale price of a share of Common Stock for the business day immediately prior to the date of the warrant exercise. Held directly by Mr. Petry. /s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 2023-04-18 /s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 2023-04-18 /s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 2023-04-18 /s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 2023-04-18 /s/ John Petry 2023-04-18