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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/04/2015 | 3. Issuer Name and Ticker or Trading Symbol TEKMIRA PHARMACEUTICALS Corp [ TKMR ] | |||||||||||||
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)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 54,915(1) | D | |
Common Stock | 16,013,540(2) | I(2) | By Corporation(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
Explanation of Responses: |
1. The reporting person held 54,530 shares of common stock of OnCore Biopharma, Inc. ("OnCore"). Pursuant to that certain Agreement and Plan of Merger and Reorganization, dated January 11, 2015, by and among the issuer, TKM Acquisition Corporation and OnCore (the "Merger"), each issued and outstanding share of OnCore common stock was converted into 1.007062 common shares (rounded down) of the issuer. The closing of the Merger occurred on March 4, 2015. |
2. These shares are owned by Roivant Sciences Ltd. ("Roivant"). Roivant held 15,901,246 shares of OnCore which converted into 16,013,540 shares of the issuer in the Merger at the same conversion rate as described in footnote (1) herein. The reporting person is one of three directors of Roivant and may be deemed to have the power to vote and dispose of the shares owned by Roivant. The reporting person disclaims beneficial ownership of the shares owned by Roivant, except to the extent of his pecuniary interest therein. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/Alison Haggerty, Attorney-in-Fact | 03/16/2015 | |
** 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. |