0001062993-24-003494.txt : 20240216 0001062993-24-003494.hdr.sgml : 20240216 20240216172808 ACCESSION NUMBER: 0001062993-24-003494 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240214 FILED AS OF DATE: 20240216 DATE AS OF CHANGE: 20240216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Saadi Ryan H. CENTRAL INDEX KEY: 0002011728 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41002 FILM NUMBER: 24649715 MAIL ADDRESS: STREET 1: C/O TEVOGEN BIO HOLDINGS INC. STREET 2: 15 INDEPENDENCE BOULEVARD CITY: WARREN STATE: NJ ZIP: 07059 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Tevogen Bio Holdings Inc. CENTRAL INDEX KEY: 0001860871 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 981597194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15 INDEPENDENCE BOULEVARD, SUITE 410 CITY: WARREN STATE: NJ ZIP: 07059 BUSINESS PHONE: 646-807-8832 MAIL ADDRESS: STREET 1: 15 INDEPENDENCE BOULEVARD, SUITE 410 CITY: WARREN STATE: NJ ZIP: 07059 FORMER COMPANY: FORMER CONFORMED NAME: Semper Paratus Acquisition Corp DATE OF NAME CHANGE: 20210505 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-02-14 0001860871 Tevogen Bio Holdings Inc. TVGN 0002011728 Saadi Ryan H. C/O TEVOGEN BIO HOLDINGS INC. 15 INDEPENDENCE BLVD, STE 410 WARREN NJ 07059 1 1 1 0 Chief Executive Officer 0 Common Stock 2024-02-14 4 A 0 98901098 A 98901098 D Common Stock 2024-02-14 4 A 0 19348954 0 A 118250052 D Common Stock 2024-02-14 4 A 0 193923 A 193923 I By wife On February 14, 2024 (the "Effective Date"), pursuant to that certain Agreement and Plan of Merger, dated as of June 28, 2023, by and among the Issuer, Semper Merger Sub, Inc., and Tevogen Bio Inc ("Tevogen"), each issued and outstanding share of common stock of Tevogen ("Tevogen common stock") was automatically cancelled and converted into approximately 4.8481 (the "Exchange Ratio") shares of the common stock of the Issuer. Represents an award of restricted stock units ("RSUs") on the Effective Date, which vested immediately upon grant into shares of restricted stock. On the Effective Date, each RSU with respect to shares of Tevogen common stock (each a "Tevogen RSU") that was then unvested was automatically canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan with respect to a number of RSUs to be settled in the common stock of the Issuer equal to the product, rounded up to the nearest whole number, of (i) the number of shares of Tevogen common stock subject to the Tevogen RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio. /s/ Kirti Desai, Attorney-in-Fact 2024-02-16