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 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) 04/08/2022 | ||||||||||||||||||||||||||
| 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 | 04/08/2022 | A | 15,160(1) | A | $0.752 | 3,302,732 | D | |||
| Common Stock | 678,880 | I(2)(3) | By Avalon Biomedical (Management) Limited(2)(3) | |||||||
| Common Stock | 164,925 | I(3) | By Spouse(3) | |||||||
| Common Stock | 107,181(4) | I(2)(3)(4) | By Avalon Polytom (HK) Limited(2)(3)(4) | |||||||
| 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 Buy) | $4.55 | 01/02/2013 | 01/02/2023 | Common Stock | 1,200,000 | 1,200,000 | D | ||||||||
| Stock Option (Right to Buy) | $7.5 | 05/22/2018 | 05/22/2025 | Common Stock | 1,400,000 | 1,400,000 | D | ||||||||
| Stock Option (Right to Buy) | $11 | 06/13/2018 | 06/13/2027 | Common Stock | 1 | 1 | D | ||||||||
| Stock Option (Right to Buy) | $9 | 07/17/2019 | 07/17/2025 | Common Stock | 54,904 | 54,904 | I(2)(3) | By Avalon Biomedical (Management) Limited(2)(3) | |||||||
| Stock Option (Right to Buy) | $17.3 | 03/27/2022 | 03/27/2028 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Stock Option (Right to Buy) | $13.17 | (5) | 02/28/2029 | Common Stock | 250,000 | 250,000 | D | ||||||||
| Stock Option (Right to Buy) | $7.32 | 12/31/2020 | 03/24/2030 | Common Stock | 55,045 | 55,045 | D | ||||||||
| Stock Option (Right to Buy) | $12.45 | (6) | 06/05/2030 | Common Stock | 300,000 | 300,000 | D | ||||||||
| Stock Option (Right to Buy) | $3.8 | (7) | 08/03/2031 | Common Stock | 150,000 | 150,000 | D | ||||||||
| Restricted Stock Units | (8) | (9) | (9) | Common Stock | 150,000 | 150,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares purchased from the Issuer under a Salary Deduction and Stock Purchase Agreement at the Nasdaq Official Closing Price on the date of purchase. |
| 2. Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Dr. Johnson Lau ("Dr. Lau") owns all of the outstanding interests in Creative Decade Global Limited, which owns 34.63% of the outstanding interests in Avalon Global, and Dr. Lau serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical. |
| 3. Dr. Lau 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 Dr. Lau 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. |
| 4. These shares were acquired pursuant to the terms of a License Agreement dated as of June 29, 2018 by and between Athenex Therapeutics Limited, a wholly-owned subsidiary of Athenex, Inc. ("Athenex") and Avalon Polytom (HK) Limited, a majority-owned affiliate of Avalon Global. The number of shares was determined by dividing $2.0 million by the closing price of Athenex common stock on June 29, 2018. |
| 5. This option vests in four equal annual installments beginning on February 28, 2020. |
| 6. This option vests in four equal annual installments beginning on June 5, 2021. |
| 7. This option vests in four equal annual installments beginning on August 3, 2022. |
| 8. Each restricted stock unit represents a contingent right to receive one share of stock. |
| 9. The restricted stock units vest in four equal annual installments beginning on August 3, 2022. |
| Remarks: |
| /s/Steven Adams, Attorney-in-Fact | 04/11/2022 | |
| ** 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. | ||