| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/24/2018 | 3. Issuer Name and Ticker or Trading Symbol Bionik Laboratories Corp. [ BNKL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 01/01/2024 | Common Stock | 250,000 | 0.68 | I | Shares held through 4A Consulting and Engineering |
| Stock Option (Right to Buy) | (2)(3)(4) | 09/01/2027 | Common Stock | 6,107,677 | 0.161 | I | Shares held through 4A Consulting and Engineering |
| Explanation of Responses: |
| 1. The options vested 83,334 on July 1, 2017, 83,333 on January 1, 2018 and 83,333 on July 1, 2018. |
| 2. One-sixth of the option will be vested and exercisable as of the September 1, 2017 date of grant, and the unvested portion of the option will become vested and exercisable as follows: (a) 50% in 5 equal annual installments on each of the five anniversaries of the date of the issuance of the option; and (b) 50% in 5 equal separate tranches annually based on 4a Consulting's achievement of annual performance goals to be established by the Board in consultation with 4A Consulting. The extent to which each separate tranche becomes vested shall be determined by reference to 4A Consulting's annual performance as measured by reference to the performance targets set for that performance period. |
| 3. In the event a specific tranche is not fully vested, that tranche shall not be forfeited, but shall remain outstanding, and may become vested as a result of 4A Consulting's future performance at an above target level or as a result of accelerated vesting on the occurrence of any other event that triggers accelerated vesting. |
| 4. The option, including any portion that is subject to vesting based on the period of 4A Consulting's service and any portion that is subject to vesting on the basis of performance, shall be fully vested on the occurrence of any of the following conditions: (a) A Change of Control (as defined in the Company's 2014 Equity Incentive Plan) or (b) termination of the 4A Consulting Agreement that constitutes a "separation from service" (as the phrase is used for purpose of Section 409A of the Internal Revenue Code of 1986, as amended), other than where such termination is for Cause (as defined in the Company's 2014 Equity Incentive Plan) or if 4A Consulting resigns other than for Good Reason. |
| /s/ Andre-Jacques Auberton-Herve | 05/22/2018 | |
| ** 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 5 (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. | ||
