0001144204-15-014733.txt : 20150309 0001144204-15-014733.hdr.sgml : 20150309 20150309115256 ACCESSION NUMBER: 0001144204-15-014733 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150226 FILED AS OF DATE: 20150309 DATE AS OF CHANGE: 20150309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bionik Laboratories Corp. CENTRAL INDEX KEY: 0001508381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 271340346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 BUSINESS PHONE: 1.416.640.7887 MAIL ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 FORMER COMPANY: FORMER CONFORMED NAME: Drywave Technologies, Inc. DATE OF NAME CHANGE: 20130814 FORMER COMPANY: FORMER CONFORMED NAME: Strategic Dental Management Corp. DATE OF NAME CHANGE: 20101220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bloch Peter D. CENTRAL INDEX KEY: 0001512476 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54717 FILM NUMBER: 15684233 MAIL ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 3 1 v403946_3.xml OWNERSHIP DOCUMENT X0206 3 2015-02-26 0 0001508381 Bionik Laboratories Corp. DWTPD 0001512476 Bloch Peter D. C/O BIONIK LABORATORIES CORP. 483 BAY STREET, N105 TORONTO A6 M5G 2C9 ONTARIO, CANADA 1 1 0 0 Chief Executive Officer Exchangeable Shares 2015-02-26 Common Stock 6219520 D Stock Option (Option to Buy) 0.23 2015-05-27 2021-07-01 Exchangeable Shares 990914 D As a condition of the February 26, 2015 closing of the acquisition (the "Acquisition Transaction") by the Issuer of Bionik Laboratories Inc., a company existing under the laws of Canada ("Bionik Canada"), Bionik Canada created a new class of exchangeable shares (the "Exchangeable Shares"), which were issued to the then-existing common shareholders of Bionik Canada, including the Reporting Person, in exchange for all of their outstanding common shares. (continue with footnote (2)) The Exchangeable Shares are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock, par value $0.001 per share, of the Issuer (the "Common Stock"), and have the following attributes, among others: (a) be, as nearly as practicable, the economic equivalent of the Common Stock as of the consummation of the Acquisition Transaction; (b) have dividend entitlements and other attributes corresponding to the Common Stock; (c) be exchangeable, at each holder's option, for Common Stock on a one-for-one basis; and (d) upon the direction of the board of directors of the Issuer, be exchanged for Common Stock on the 10 year anniversary of the Acquisition Transaction, subject to applicable law, unless exchanged earlier upon the occurrence of certain events. The Reporting Person directly owns such Exchangeable Shares. The Reporting Person is entitled to vote the Exchangeable Shares as if the Reporting Person was a holder of an equivalent number of shares of Common Stock, through a single share of The Special Voting Preferred Stock of the Issuer, held in trust by Computershare Trust Company of Canada. /s/ Peter Bloch 2015-03-06