Equillium (EQ) Form 4 Equillium / Jason A Keyes 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^*

Keyes Jason A

(Last) (First) (Middle)

2223 AVENIDA DE LA PLAYA, SUITE 105

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Equillium, Inc. [ EQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2020

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

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)	$7.16	04/22/2020		D			70,000	(1)	02/12/2029	Common Stock	70,000	(2)	0	D
Stock Option (right to buy)	$2.45	04/22/2020		A		70,000		(1)	02/12/2029	Common Stock	70,000	(2)	70,000	D
Stock Option (right to buy)	$4.75	04/22/2020		D			90,000	(1)	12/09/2029	Common Stock	90,000	(3)	0	D
Stock Option (right to buy)	$2.45	04/22/2020		A		90,000		(1)	12/09/2029	Common Stock	90,000	(3)	90,000	D

Explanation of Responses:

1. Twenty-five percent of the shares subject to the option vests on the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter for the following three years.

2. Effective April 22, 2020, the Board of Directors of the Company approved an option repricing which resulted in, for purposes of Section 16 of the Exchange Act, the cancellation of this option granted to him on February 13, 2019, in exchange for a new option having a lower exercise price of $2.45 per share, which is the closing price of the Company's common stock on April 22, 2020. All of the other terms of the option remained unchanged.

3. Effective April 22, 2020, the Board of Directors of the Company approved an option repricing which resulted in, for purposes of Section 16 of the Exchange Act, the cancellation of this option granted to him on December 10, 2019, in exchange for a new option having a lower exercise price of $2.45 per share, which is the closing price of the Company's common stock on April 22, 2020. All of the other terms of the option remained unchanged.

Remarks:

	/s/ Jason A. Keyes	04/24/2020
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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