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
Athenex, Inc. [ ATNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2017 | ||||||||||||||||||||||||||
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 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 | 06/19/2017 | C | 1,136,364(1) | A | (1) | 1,803,028 | I(2)(5) | By Sunderland Global Limited | ||
Common Stock | 06/19/2017(6) | P | 300,000(1) | A | (1) | 300,000 | I(3)(5) | By Permwell Management Limited |
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 | ||||||||
Convertible Loan | (1) | 06/19/2017 | A | $10,000,000 | (1) | (1) | Common Stock | 1,136,364 | $0 | $10,000,000 | D | ||||
Convertible Loan | (1) | 06/19/2017 | C | $10,000,000 | (1) | (1) | Common Stock | 1,136,364 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $11 | 06/19/2017 | A | 15,000 | (4) | 06/19/2027 | Common Stock | 15,000 | $0 | 15,000 | D |
Explanation of Responses: |
1. The Convertible Loan, issued pursuant to the Convertible Loan Agreement, dated September 29, 2016, by and between Athenex, Inc. and Sunderland Global Limited, was automatically convertible into shares of Athenex, Inc. common stock upon the closing of Athenex, Inc.'s initial public offering at a conversion price equal to the outstanding principal amount of such notes reduced by a 20.0% discount to the initial public offering price; which was $11.00, and has no expiration date. |
2. Sunderland Global Limited is an indirect wholly-owned subsidiary of Nan Fung Group. Antony Leung ("Mr. Leung") is the CEO of Nan Fung Group and has shared voting and dispositive power over the shares held by Sunderland Global Limited. |
3. Permwell Management Limited is an indirect wholly-owned subsidiary of Nan Fung Group. Mr. Leung is the CEO of Nan Fung Group and has shared voting and dispositive power of the shares held by Permwell Management Limited. |
4. The option vests in four equal annual installments beginning on June 19, 2018. |
5. Mr. Leung 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 Mr. Leung 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. |
6. Due to the conditions to closing of the initial public offering of the Common Stock, this purchase was not deemed to occur until closing, or June 19, 2017. |
Remarks: |
Exhibit List: The Power of Attorney filed as 24.1 to the Form 3 filed by the Reporting Person on June 13, 2017 is incorporated herein by reference. |
/s/ Teresa Bair, attorney-in-fact | 06/21/2017 | |
** 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. |