| 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 Bionik Laboratories Corp. [ BNKL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/26/2015 | ||||||||||||||||||||||||||
| 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 | ||||||||
| Exchangeable Shares | (1)(2) | 06/26/2015 | S | 210,761 | (4) | (1)(2) | Common Stock, par value $0.001 | 210,761 | (3) | 7,496,351 | D | ||||
| Explanation of Responses: |
| 1. As a condition of the February 26, 2015 closing of the acquisition (the "Acquisition Transaction") by the Issuer of Bionik Laboratories Inc., a company existing under the laws of Canada ("Bionik Canada"), Bionik Canada created a new class of exchangeable shares (the "Exchangeable Shares"), which were issued to the then-existing common shareholders of Bionik Canada, including the Reporting Person, in exchange for all of their outstanding common shares. |
| 2. The Exchangeable Shares are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock, par value $0.001 per share, of the Issuer (the "Common Stock"), and have the following attributes, among others: (a) be, as nearly as practicable, the economic equivalent of the Common Stock as of the consummation of the Acquisition Transaction; (b) have dividend entitlements and other attributes corresponding to the Common Stock; (c) be exchangeable, at each holder's option, for Common Stock on a one-for-one basis; and (d) upon the direction of the board of directors of the Issuer, be exchanged for Common Stock on the 10 year anniversary of the Acquisition Transaction, subject to applicable law, unless exchanged earlier upon the occurrence of certain events. |
| 3. On June 26, 2015, Mr. Caires, as part of a private transaction between Mr. Caires, Peter Bloch, the Company's CEO, Michal Prywata, the Company's COO, and Olivier Archambaud, an existing stockholder of the Company, Messrs. Bloch, Prywata and Caires agreed to transfer to Mr. Archambaud, for no additional consideration, an aggregate of 629,138 of their Exchangeable Shares in return for the settlement, release and termination of an ongoing dispute between them. Of such transferred shares, Mr. Caires owned 210,761. |
| 4. Exercisable immediately. |
| /s/ Thiago Caires | 06/26/2015 | |
| ** 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 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. | ||
