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 ProNAi Therapeutics Inc [ DNAI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2016 | ||||||||||||||||||||||||||
| 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 | 05/13/2016 | J(1) | 3,204 | A | $0.00 | 377,379(2) | I | By Donald R. Parfet 2006 Trust, Dated May 1, 2006(3) | ||
| Common Stock | 72,250(4) | D | ||||||||
| Common Stock | 238,419(5) | I | By Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006(6) | |||||||
| Common Stock | 4,970 | I | By wife | |||||||
| Common Stock | 589 | I | By Apjohn Group, LLC(7) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of the issuer's common stock received in connection with a pro rata distribution of shares held by Sigvion Fund I to its limited partners. |
| 2. Includes (a) 13,605 shares of the issuer's common stock received as a liquidating distribution from Palmero Group LLC ("Palmero") and (b) 6,768 shares of the issuer's common stock received as a liquidating distribution from Apjohn Ventures Fund, LP ("AVF"). In prior reports, the reporting person reported beneficial ownership of all of the issuer's securities previously held by each of Palmero and AVF. As of March 7, 2016, the reporting person no longer had any voting or dispositive control over the issuer's securities held by AVF. In addition, in connection with the liquidating distribution, Palmero does not currently hold any of the issuer's securities. |
| 3. The reporting person is the trustee of the Donald R. Parfet 2006 Trust, Dated May 1, 2006. |
| 4. Includes an aggregate of 2,402 shares of the issuer's common stock received as liquidating distributions from Apjohn Ventures, LLC ("AVLLC"). AVLLC received shares of the issuer's common stock in connection with liquidating distributions from AVF and Apjohn Ventures Annex Fund LP ("AVAF"). In prior reports, the reporting person reported beneficial ownership of all of the issuer's securities previously held by each of AVF and AVAF. As of March 7, 2016, the reporting person no longer had any voting or dispositive control over the issuer's securities held by AVF and AVAF. |
| 5. Includes 20,516 shares of the issuer's common stock received as a liquidating distribution from Palmero. |
| 6. The reporting person's wife is the trustee of the Ann VanDeWater Parfet 2006 Revocable Trust, Dated May 5, 2006. The reporting person disclaims beneficial ownership of such securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| 7. The reporting person is the managing member of Apjohn Group, LLC, and has sole voting and dispositive power over the shares held by Apjohn Group, LLC. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| Remarks: |
| /s/ Sukhi Jagpal as attorney-in-fact for Donald Parfet | 05/17/2016 | |
| ** 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. | ||