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 YUMANITY THERAPEUTICS, INC. [ YMTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Stock Option (Right to Buy) | $8.16 | 12/22/2020(1) | A | 38,373 | (2) | 12/03/2028 | Common Stock | 38,373 | (3) | 38,373 | D | ||||
| Stock Option (Right to Buy) | $8.16 | 12/22/2020(1) | A | 4,216 | (4) | 02/17/2030 | Common Stock | 4,216 | (5) | 4,216 | D | ||||
| Explanation of Responses: |
| 1. On August 22, 2020, the Issuer (formerly known as Proteostasis Therapeutics, Inc.) entered into an Agreement and Plan of Merger and Reorganization, as amended on November 6, 2020, with Pangolin Merger Sub, Inc. ("Merger Sub"), Yumanity, Inc. (formerly known as Yumanity Therapeutics, Inc.) and Yumanity Holdings, LLC ("Holdings"). On December 22, 2020, Merger Sub was merged with and into Yumanity, Inc., with Yumanity, Inc. surviving as a wholly-owned subsidiary of the Issuer (the "Merger"). Immediately prior to the consummation of the Merger, Holdings was merged with and into Yumanity, Inc., with Yumanity, Inc. as the surviving entity. |
| 2. 25% of the shares subject to the option vested on July 31, 2019. The remaining 75% vest in equal monthly installments over the subsequent three years. |
| 3. Received in the Merger in exchange for a stock option to acquire 182,000 shares of Yumanity, Inc. common stock for $1.72 per share. |
| 4. 25% of the shares subject to the option vest on February 18, 2021. The remaining 75% vest in equal monthly installments over the subsequent three years. |
| 5. Received in the Merger in exchange for a stock option to acquire 20,000 shares of Yumanity, Inc. common stock for $1.72 per share. |
| Remarks: |
| /s/ Marie Epstein | 12/28/2020 | |
| ** 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. | ||