Xu Peixin Form 4 XYNOMIC PHARMACEUTICALS / Peixin Xu 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^*

Xu Peixin

(Last) (First) (Middle)

SUITE 3306, K. WAH CENTRE,

1010 MIDDLE HUAIHAI ROAD

(Street)

SHANGHAI F4 200031

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
XYNOMIC PHARMACEUTICALS HOLDINGS, INC. [ XYN ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former Dir. & 10% more owner

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2019

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, par value $0.0001 per share	05/15/2019		P(1)		108,980(1)	A	(1)	1,628,580	I	See Footnote(3)

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
Warrants	$11.5	05/15/2019		P(1)		25,000		05/15/2019	05/15/2024	Common Stock	25,000(2)	$11.5(1)	225,937	I	See Footnote(3)

Explanation of Responses:

1. In connection with the closing of a business combination with Xynomic Pharmaceuticals, Inc. (the "Closing"), Bison Capital Holding Company Limited, a Cayman Islands company ("Bison Capital"), (A) purchased 13,793 shares (the "Backstop Shares") of common stock of Bison Capital Acquisition Corp., a Delaware corporation (now known as Xynomic Pharmaceuticals Holdings, Inc., the "Company"), par value $0.001 per share pursuant to a Backstop and Subscription Agreement dated May 1, 2019 between the Company and Yiling Mark Xu; (B) converted its $500,000 promissory notes issued by the Company into 55,000 common shares and 25,000 warrants, each exercisable to purchase one share of common stock at $11.50 per whole share; and (C) received 40,187 common shares upon the exchange of its rights immediately outstanding prior to the Closing.

2. Pursuant to the promissory note and warrant agreement, each unit consists of one share; each whole warrant entitles the holder to one common share exercisable at $11.50 per share, expiring at the 5th anniversary of the Closing.

3. Fengyun Jiang, who has 100% ownership interest in Bison Capital and is Peixin Xu's spouse, has voting and dispositive power over the shares held by such entity. Mr. Xu was the Chairman of the Company but resigned at the closing of a business combination, effective May 15, 2019.

	/s/ Peixin Xu	05/21/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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