SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/22/2020 | 3. Issuer Name and Ticker or Trading Symbol YUMANITY THERAPEUTICS, INC. [ YMTX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 484,168(1)(2) | I | See Footnote(3) |
| Common Stock | 230,170(1)(4) | I | See Footnote(5) |
| Common Stock | 241,257(1)(6) | I | See Footnote(7) |
| Common Stock | 228,966(1)(8) | I | See Footnote(9) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (Right to Buy) | 02/08/2016(10) | 08/14/2025 | Common Stock | 6,038(1)(11) | 24.05 | I | See Footnote(12) |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| 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. The shares were received in exchange for 2,296,358.67 shares of Yumanity, Inc. common stock in connection with the Merger. |
| 3. Shares held by Susan L. Lindquist Family Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
| 4. The shares were received in exchange for 1,091,672 shares of Yumanity, Inc. common stock in connection with the Merger. |
| 5. Shares held by Susan L. Lindquist Exempt Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
| 6. The shares were received in exchange for 1,144,257 shares of Yumanity, Inc. common stock in connection with the Merger. |
| 7. Shares held by Susan L. Lindquist Non-Exempt Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
| 8. The shares were received in exchange for 1,085,965 shares of Yumanity, Inc. common stock in connection with the Merger. |
| 9. Shares held by Susan L. Lindquist Massachusetts only Marital Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
| 10. The warrant is fully vested on the date exercisable. |
| 11. Received in the Merger in exchange for a warrant to purchase 28,642 shares of Yumanity, Inc. common stock for $5.069 per share. |
| 12. Warrants held by Susan L. Lindquist Family Trust. All other reporting persons disclaim beneficial ownership of these shares except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| The reporting persons may be deemed to be in a "group" as that term is used in Rule 13d-5(b) of the Securities Exchange Act of 1934, as amended. Each of the reporting persons expressly disclaims such group status. |
| Susan L. Lindquist Family Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | 01/04/2021 | |
| Susan L. Lindquist Exempt Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | 01/04/2021 | |
| Susan L. Lindquist Non-Exempt Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | 01/04/2021 | |
| Susan L. Lindquist Massachusetts only Marital Trust, By: Nancy E. Dempze, Trustee /s/ Nancy E. Dempze | 01/04/2021 | |
| ** 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 5 (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. | ||