Dyrness Albert D. Form 4 Sonnet BioTherapeutics / Albert D. Dyrness ownership change

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^*

Dyrness Albert D.

(Last) (First) (Middle)

100 OVERLOOK CENTER, SUITE 102

(Street)

PRINCETON, NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonnet BioTherapeutics Holdings, Inc. [ SONN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/01/2020		A		2,557	A	(1)	2,557	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrant to Purchase Common Stock	$29.32	04/01/2020		A		1,279		04/01/2020	12/03/2022	Common Stock	1,279	(2)	1,279	D

Explanation of Responses:

1. Shares of common stock of the corporation known as Sonnet BioTherapeutics, Inc. ("Sonnet Sub") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 10, 2019, as amended, by and among the Issuer, Sonnet Sub and Biosub Inc., a Delaware corporation (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Sonnet Sub common stock was exchanged for approximately 0.106572 shares of the Issuer's common stock, subject to adjustment for any reverse stock split. Prior to the merger, the Issuer effected a reverse stock split at a ratio of one new share for every 26 shares of Issuer common stock outstanding and the Issuer changed its name to Sonnet BioTherapeutics Holdings, Inc. All share numbers reflect the reverse stock split.

2. Prior to the merger, Reporting Person held warrants to purchase 12,000 shares of the common stock of Sonnet Sub at an exercise price of $3.125 per share. Pursuant to the Merger Agreement, these warrants were converted into warrants to purchase 1,279 shares of Issuer common stock (as adjusted for the stock split) at a per share exercise price of $29.32 per share (as adjusted for the stock split).

	/s/ John Harry Cross III, power of attorney	04/03/2020
	** 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).
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