SELLAS Life Sciences (SLS) Form 4 SELLAS Life Sciences / Daniel Tafur 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^*

Lopez Fabio

(Last) (First) (Middle)

EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SELLAS Life Sciences Group, Inc. [ SLS ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

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

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

	Form filed by One Reporting Person
X	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	12/29/2017		A		149,766	A	(1)	149,766	I	By limited liability company(2)
Common Stock	12/29/2017		A		1,521,863	A	(1)	1,521,863	I	By Company(3)
Common Stock	12/29/2017		A		676,324	A	(1)	676,324	I	By Company(4)
Common Stock	12/29/2017		A		325,799	A	(1)	325,799	I	By Company(5)
Common Stock	12/29/2017		A		58,208	A	(1)	58,208	I	By Company(6)
Common Stock	12/29/2017		A		3,343	A	(1)	3,343	I	By limited liability company(7)
Common Stock	12/29/2017		A		3,343	A	(1)	3,343	I	By Individual(8)

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
Warrant (Right to Buy)	(9)	12/29/2017		A		316,163		(10)	12/29/2022	Common Stock	316,163	$0.00	316,163	I	By Company(4)

1. Name and Address of Reporting Person^*

Lopez Fabio

(Last) (First) (Middle)

EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQC Private Markets SAC Fund II Ltd-EQC Biotech Sely S Fund

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQC Private Markets SAC Fund Ltd-EQC Biotech Sely I Fund

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQC Private Markets SAC Fund Ltd-EQC Biotech Sely II Fund`

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EQC Private Markets II SAC Fund Ltd-EQC Biotech Sely III Fund

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Equilibria Capital Management Ltd

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Castilian Ltd.

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Varibobi Financial Holdings Ltd

(Last) (First) (Middle)

C/O EQUILIABRIA CAPITAL MANAGEMENT LTD.

O'HARA HOUSE, ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tafur Daniel

(Last) (First) (Middle)

C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.

ONE BERMUDIANA ROAD

(Street)

HAMILTON D0 HM08

(City) (State) (Zip)

Explanation of Responses:

1. Received in exchange for common shares of SELLAS Life Sciences Group, Ltd ("SELLAS") in connection with the merger of SELLAS and a wholly owned indirect subsidiary of the Issuer (then known as Galena Biopharma, Inc.) (the "Merger"). On the effective date of the Merger, each common share of SELLAS was converted into 43.9972 shares of the Issuer's common stock.

2. Shares held directly by Equilibria Capital Management Limited ("Equilibria"), a Bermuda limited liability company.

3. Shares held directly by EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund ("Sely S"), a Bermuda mutual fund company. Equilibria manages Sely S and may be deemed to beneficially hold shares held by such fund.

4. Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, ("Sely I"), a Bermuda mutual fund company. Equilibria manages Sely I and may be deemed to beneficially hold shares held by such fund.

5. Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, ("Sely II"), a Bermuda mutual fund company. Equilibria manages Sely II and may be deemed to beneficially hold shares held by such fund.

6. Shares held directly by EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund ("Sely III"), a Bermuda mutual fund company. Equilibria manages Sely III and may be deemed to beneficially hold shares held by such fund.

7. Shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company ("Varibobi"). Varibobi is an owner of Equilibria and may be deemed to beneficially hold shares beneficially owned by Equilibria. Fabio Lopez is the sole owner of Varibobi and the chief executive officer and a board member of Equilibria and may be deemed to be the indirect beneficial owner of the shares owned by Varibobi and Equilibria. Mr. Lopez disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.

8. Shares held directly by Daniel Tafur ("Mr. Tafur"). Mr. Tafur is chief investment officer, founder and board member of Equilibria and may be deemed to beneficially own shares beneficially owned by Equilibria. Mr. Tafur disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.

9. The exercise price per share for the warrant is equal to 105% of the volume weighted average price of the Issuer's common stock for the 30 calendar days following the closing date of the Merger.

10. Immediately exercisable.

Remarks:

	Fabio Lopez, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund, Daniel Tafur, Director, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, Daniel Tafur, Director, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	Equilibria Capital Management Limited, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	Castilian, Ltd., Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	Varibobi Financial Holdings Ltd., Fabio Lopez, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact	12/29/2017
	** Signature of Reporting Person	Date
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