| 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 Hancock Jaffe Laboratories, Inc. [ HJLI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2019 | ||||||||||||||||||||||||||
| 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 | 07/18/2020 | A | 62,500 | A | $0 | 62,500 | 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 | ||||||||
| Restricted Stock Units | (1) | 09/13/2019 | A | 78,125 | (2) | (2) | Common Stock | 78,125 | $0 | 78,125 | D | ||||
| Stock Option (Right to Buy) | $2 | 09/13/2019 | A | 60,000 | (3) | 09/13/2029 | Common Stock | 60,000 | $0 | 60,000 | D | ||||
| Stock Option (Right to Buy) | $0.4 | 07/18/2020 | A | 100,000 | (4) | 07/18/2030 | Common Stock | 100,000 | $0 | 100,000 | D | ||||
| Explanation of Responses: |
| 1. Upon vesting, each Restricted Stock Unit ("RSU") entitles the Reporting Person to one share of the Issuer's common stock or the cash equivalent, at the discretion of the Issuer. |
| 2. The RSU were issued to the Reporting Person on September 13, 2019 in connection with joining the Issuer's board of directors pursuant to the Issuer's Amended and Restated 2016 Omnibus Incentive Plan (as amended, the "Plan"). The award is subject to time-based vesting and will vest in equal annual portions on: (i) September 13, 2020; (ii) September 13, 2021; and (iii) September 13, 2022. |
| 3. The common stock options were issued to the Reporting Person on September 13, 2019 in connection with joining the Issuer's board of directors pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly portions over a three (3) year period starting from September 13, 2019. |
| 4. The common stock options were issued to the Reporting Person pursuant to the Plan on July 18, 2020 as part of the annual board compensation package for 2020. The award is subject to time-based vesting and will vest in equal quarterly portions over the remainder of the 2020 calendar year. |
| /s/ Matthew Jenusaitis | 10/21/2020 | |
| ** 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. | ||
