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 MIRAGEN THERAPEUTICS, INC. [ MGEN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2017 | ||||||||||||||||||||||||||
| 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 | 02/13/2017 | M(1) | 279,067(2) | A | $5.39(2) | 280,600(2) | D | |||
| Common Stock | 148,841(2) | I | By LeBow Alpha, LLLP(3) | |||||||
| 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 | ||||||||
| Unsecured Demand Promissory Note | $5.39 | 02/13/2017 | A(4) | $1,045,000 | 02/13/2017(4) | (5) | Common Stock | (6) | $0.00 | $1,045,000 | D | ||||
| Unsecured Demand Promissory Note | $5.39 | 02/13/2017 | M | $1,045,000 | 02/13/2017 | (5) | Common Stock | 279,067(7) | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Immediately prior to the effective time of the Merger, that certain Unsecured Demand Promissory Note (the "Note"), dated March 6, 2015, as amended, issued by the issuer to the reporting person was converted into Common Stock. See footnote (4). |
| 2. On November 4, 2016, the issuer effected a one-for-15 reverse split of its Common Stock (the "Reverse Split"), and the number of securities and/or the conversion price reported reflect the Reverse Split. |
| 3. These shares are owned by LeBow Alpha, LLLP ("LeBow Alpha"). The reporting person is President of the general partner of LeBow Alpha and, as such, has the power to vote and dispose of the shares owned by LeBow Alpha. The reporting person disclaims beneficial ownership of those shares owned by LeBow Alpha except to the extent of his pecuniary interest therein. |
| 4. On October 31, 2016, the issuer and the reporting person agreed, subject to the approval of the issuer's stockholders which was given on February 10, 2017, to amend the Note to provide for automatic conversion of the unpaid principal balance and all accrued interest on the Note (the "Outstanding Balance"), plus a premium of 11% on the Outstanding Balance (the "Premium"), into Common Stock, immediately prior to the effective time of the Merger. The Merger closed on February 13, 2017. See "Remarks". |
| 5. At any time on or after June 30, 2015, the Note was payable upon demand of the reporting person. |
| 6. The number of shares of Common Stock into which the Note was made convertible is determined by dividing (i) the sum of the Outstanding Balance plus the Premium by (ii) the closing market price of the Common Stock on the Nasdaq Capital Market on October 31, 2016 of $5.39, as adjusted to reflect the Reverse Split (the "Conversion Price"). |
| 7. See footnote (6). The Outstanding Balance on February 13, 2017 was $1,355,365, consisting of an unpaid principal balance of $1,045,000 and accrued interest of $310,365. The Premium was $149,090.15. |
| Remarks: |
| On February 13, 2017, a merger (the "Merger") was effected pursuant to that certain Agreement and Plan of Merger and Reorganization, dated October 31, 2016, by and among the issuer, Signal Merger Sub, Inc., a wholly owned subsidiary of the issuer ("Merger Sub"), and Miragen Therapeutics, Inc., a Delaware corporation ("Miragen"), whereby Merger Sub merged with and into Miragen, Merger Sub ceased to exist, and Miragen became a wholly-owned subsidiary of the issuer. At the closing of the Merger, the issuer changed its name and trading symbol from Signal Genetics, Inc. [SGNL] to Miragen Therapeutics, Inc. [MGEN]. |
| /s/ Samuel D. Riccitelli, Attorney-in-Fact for Bennett S. Lebow | 02/13/2017 | |
| ** 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. | ||