Mandra Medical Form 4 Athenex / Bing How Tammy Mui 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^*

Zhang Song-Yi

(Last) (First) (Middle)

C/O ATHENEX, INC.

1001 MAIN STREET, SUITE 600

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Athenex, Inc. [ ATNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2018

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

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

	Form filed by One Reporting Person
X	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	02/02/2018		J(1)		4,000	D	$0.00	6,302,700	I(2)(3)	By Mandra Medical Limited(2)(3)
Common Stock								4,000	D
Common Stock								181,818	I(3)(4)	By iBase Ltd.(3)(4)
Common Stock								678,880	I(3)(5)	By Avalon Biomedical (Management) Limited(3)(5)
Common Stock								287,176	I(2)(3)	By Mandra Health Limited(2)(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
Stock Option (Right to Buy)	$11							(6)	06/19/2027	Common Stock	28,500		28,500	D

1. Name and Address of Reporting Person^*

Zhang Song-Yi

(Last) (First) (Middle)

C/O ATHENEX, INC.

1001 MAIN STREET, SUITE 600

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mandra Medical Ltd

(Last) (First) (Middle)

NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR

J&C BUILDING, P.O. BOX 933, ROAD TOWN

(Street)

TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Beansprouts Ltd

(Last) (First) (Middle)

NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR

J&C BUILDING, P.O. BOX 933, ROAD TOWN

(Street)

TORTOLA D8 VG1110

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mui Bing How Tammy

(Last) (First) (Middle)

C/O ATHENEX, INC., 1001 MAIN STREET

SUITE 600

(Street)

BUFFALO NY 14203

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata, in-kind distribution by Mandra Medical Limited, without additional consideration.

2. Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Song-Yi Zhang ("Mr. Zhang") is a member of the board of directors of each of Mandra Health Limited and Mandra Medical Limited and, together with his spouse, owns all of the outstanding interests in Beansprouts Limited and shares voting and dispositive power over the shares held by it.

3. Mr. Zhang disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zhang is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Mr. Zhang is the sole owner and director of iBase Ltd. and has sole voting and dispositive power over the shares held by iBase Ltd.

5. Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect, wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Mr. Zhang, together with his spouse, indirectly owns all of the outstanding interests in Mandra Medical Limited, which owns 30% of the outstanding interests in Avalon Global, and Mr. Zhang serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical.

6. The option vests in four equal annual installments beginning on June 19, 2018.

Remarks:

	Song-Yi Zhang, By: /s/ Teresa Bair, Attorney-in-Fact	02/06/2018
	Mandra Medical Limited, By: Song-Yi Zhang, Director, By: /s/ Teresa Bair, Attorney-in-Fact	02/06/2018
	Beansprouts Limited, By: Song-Yi Zhang, Director, By: /s/ Teresa Bair, Attorney-in-Fact	02/06/2018
	Mui Bing How Tammy, By: /s/ Teresa Bair, Attorney-in-Fact	02/06/2018
	** Signature of Reporting Person	Date
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