Athenex (ATNXQ) Form 4 Athenex / JOHNSON YIU NAM LAU ownership change

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^*

LAU JOHNSON YIU NAM

(Last) (First) (Middle)

C/O ATHENEX, INC.

1001 MAIN STREET, SUITE 600

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Athenex, Inc. [ ATNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/10/2023		A		19,378	A	$0.225(1)	4,172,477	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)
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	112,500		112,500	D
Stock Option (Right to Buy)	$0.6655							(10)	07/20/2032	Common Stock	250,000		250,000	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.

10. This option vests in four equal annual installments beginning on July 20, 2023.

Remarks:

	/s/Steven Adams, Attorney-in-Fact	02/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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