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 CHAMPIONS ONCOLOGY, INC. [ CSBR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/11/2020 | ||||||||||||||||||||||||||
| 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 | 03/11/2020 | X | 123,333 | A | $4.8 | 2,135,215(1) | I | By Funds(2) | ||
| Common Stock | 03/11/2020 | X | 286,458 | A | $5.76 | 2,421,673(3) | I | By Funds(2) | ||
| 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 | ||||||||
| Warrant to purchase shares of Common Stock | $4.8(4) | 03/11/2020 | X | 123,333(4) | 03/13/2015 | 03/13/2020 | Common Stock | 123,333 | $0 | 0 | I | By Funds(2) | |||
| Warrant to purchase shares of Common Stock | $5.76(4) | 03/11/2020 | X | 286,458(4) | 03/13/2015 | 03/13/2020 | Common Stock | 286,458 | $0 | 0 | I | By Funds(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of 2,114,077 shares of the Issuer's Common Stock held by Battery Ventures IX, L.P. ("BVIX") and 21,138 shares of the Issuer's Common Stock held by Battery Investment Partners IX, LLC ("BIPIX"). Battery Partners IX, LLC ("BPIX") is the sole general partner of BVIX and the sole manager of BIPIX. Battery Management Corp. ("BMC") is the investment adviser of BPIX. Neeraj Agrawal, Michael M. Brown, Jesse Feldman, Roger H. Lee, R. David Tabors and Scott R. Tobin (collectively, the "Managing Members") are the managing members of BPIX. The Managing Members are also officers of BMC (collectively, the "Officers"). The Managing Members and the Officers, in their respective capacities as such, may be deemed to have shared voting and dispositive power over the shares held by BVIX and BIPIX |
| 2. The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 3. Consists of 2,397,699 shares of the Issuer's Common Stock held by BVIX and 23,974 shares of the Issuer's Common Stock held by BIPIX. |
| 4. Effective August 11, 2015, the Issuer effected a 1-for-12 reverse stock split of the Issuer's Common Stock (the "Reverse Stock Split"). All share numbers and the exercise price of the warrants reported herein give effect to the Reverse Stock Split. |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Ventures IX, L.P.) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Investment Partners IX, LLC) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Partners IX, LLC) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Battery Management Corp.) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Neeraj Agrawal) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Michael M. Brown) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Jesse R. Feldman) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Roger H. Lee) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of R. David Tabors) | 03/12/2020 | |
| /s/ Christopher Schiavo (acting as attorney-in-fact on behalf of Scott R. Tobin) | 03/12/2020 | |
| ** 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. | ||