SEC Form 4
| 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)
| 2. Issuer Name and Ticker or Trading Symbol ATHERSYS, INC / NEW [ ATHX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/16/2022 | ||||||||||||||||||||||||||
| 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 | 09/16/2022 | A | 12,820(1) | A | $0 | 12,820(2) | D | |||
| 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 | ||||||||
| Stock Option (right to purchase) | $1.95 | 09/16/2022 | A | 32,042 | (3) | 09/16/2032 | Common Stock | 32,042 | $0 | 32,042 | D | ||||
| Stock Option (right to purchase)(4) | $38.5 | (5) | 06/15/2031 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to purchase)(4) | $71.75 | (5) | 06/18/2030 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to purchase)(4) | $36.5 | (5) | 06/07/2027 | Common Stock | 1,200 | 1,200 | D | ||||||||
| Stock Option (right to purchase)(4) | $57.75 | (5) | 06/18/2028 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to purchase)(4) | $38.75 | (5) | 06/12/2029 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Stock Option (right to purchase)(4) | $42.75 | (5) | 06/18/2023 | Common Stock | 600 | 600 | D | ||||||||
| Stock Option (right to purchase)(4) | $42.75 | (5) | 09/10/2023 | Common Stock | 600 | 600 | D | ||||||||
| Stock Option (right to purchase)(4) | $41.25 | (5) | 06/17/2024 | Common Stock | 1,200 | 1,200 | D | ||||||||
| Stock Option (right to purchase)(4) | $32 | (5) | 06/24/2025 | Common Stock | 1,200 | 1,200 | D | ||||||||
| Stock Option (right to purchase)(4) | $46 | (6) | 03/07/2026 | Common Stock | 3,000 | 3,000 | D | ||||||||
| Stock Option (right to purchase)(4) | $54.75 | (5) | 06/20/2026 | Common Stock | 1,200 | 1,200 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the exempt acquisition of 12,820 restricted stock units that in general will vest in total on December 31, 2022, subject generally to the Reporting Person's continued service on the Issuer's Board of Directors. |
| 2. On August 26, 2022, the Issuer effected a 1-for-25 reverse stock split of its Common Stock (the "Reverse Stock Split"). |
| 3. Represents the exempt acquisition of stock options to purchase 32,042 shares of the Issuer's Common Stock at a per share exercise price of $1.95. These stock options in general will vest on July 28, 2023, subject generally to the Reporting Person's continued service on the Issuer's Board of Directors. |
| 4. This option has been adjusted to reflect the Reverse Stock Split (in prior reports, this option was previously reported as covering a number of shares equal to this reported amount times 25 (and at an exercise price equal to this reported exercise price divided by 25)). |
| 5. Award of a nonqualified stock option. The option vests ratably on a quarterly basis over a one-year period and are now fully vested. |
| 6. These stock options vested ratably on a quarterly basis over three years and are now fully vested |
| Remarks: |
| /s/ Barb Cameron, as attorney-in-fact for Jack L. Wyszomierski | 09/20/2022 | |
| ** 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. | ||