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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Athenex, Inc. [ ATNX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/19/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 06/19/2017 | C | 227,273(1) | A | $0(5) | 6,657,881 | I(2)(6) | By Mandra Medical Limited(2)(6) | ||
| Common Stock | 06/19/2017(7) | P | 146,819 | A | $11 | 6,804,700 | I(2)(6) | By Mandra Medical Limited(2)(6) | ||
| Common Stock | 06/19/2017(7) | P | 181,818 | A | $11 | 181,818 | I(3)(6) | By iBase Ltd.(3)(6) | ||
| Common Stock | 4,000 | D | ||||||||
| Common Stock | 678,880 | I(1)(3) | By Avalon Biomedical (Management) Limited(1)(6) | |||||||
| Common Stock | 287,176 | I(2)(3) | By Mandra Health Limited(2)(6) | |||||||
| 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 | ||||||||
| Convertible Loan | (5) | 06/19/2017 | A | $2,000,000 | (5) | (5) | Common Stock | 227,273 | $0 | $2,000,000 | I(2)(6) | By Mandra Medical Limited(2)(6) | |||
| Convertible Loan | (5) | 06/19/2017 | C | $2,000,000 | (5) | (5) | Common Stock | 227,273 | $0 | 0 | I(2)(3) | By Mandra Medical Limited(2)(3) | |||
| Stock Option (Right to Buy) | $11 | 06/19/2017 | A | 28,500 | (4) | 06/19/2027 | Common Stock | 28,500 | $0 | 28,500 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Song-Yi Zhang ("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. |
| 2. Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Mr. Zhang is a member of the board of directors of each 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 is the sole owner and director of iBase Ltd. and has sole voting and dispositive power over the shares held by iBase Ltd. |
| 4. The option vests in four equal annual installments beginning on June 19, 2018. |
| 5. The Convertible Loan, issued pursuant to the Convertible Loan Agreement, dated January 28, 2017, by and between Athenex, Inc. and Mandra Medical Limited, was automatically convertible into shares of Athenex, Inc. common stock upon the closing of Athenex, Inc.'s initial public offering at a conversion price equal to outstanding principal amount of such notes reduced by a 20.0% discount to the initial public offering price; which was $11.00, and has not expiration date. |
| 6. 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. |
| 7. Due to the conditions to closing of the initial public offering of the Common Stock, these purchases were not deemed to occur until closing, or June 19, 2017. |
| Remarks: |
| Exhibit List: The Power of Attorneys filed as Exhibits 24.1, 24.2, and 24.3 to the Form 3 filed by the Reporting Person on June 13, 2017 are incorporated herein by reference. |
| Song-Yi Zhang, By: /s/ Teresa Bair, attorney-in-fact | 06/21/2017 | |
| Mui Bing How Tammy, By: /s/ Teresa Bair, attorney-in-fact | 06/21/2017 | |
| Mandra Medical Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact | 06/21/2017 | |
| Beansprouts Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact | 06/21/2017 | |
| ** 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. | ||