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)
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2. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc. [ PRVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2022 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Stock Option (right to buy) | $14.97 | 12/08/2022 | A | 120,000(1) | 12/08/2022 | 01/07/2030 | Common Stock, par value $0.0001 | 120,000 | $0(2) | 340,000(3) | D | ||||
Stock Option (right to buy) | $12.62 | 12/08/2022 | A | 20,663(4) | 12/08/2022 | 07/15/2030 | Common Stock, par value $0.0001 | 20,663 | $0(2) | 75,763(5) | D |
Explanation of Responses: |
1. As previously reported on a Form 4 filed on January 8, 2020, on January 7 2020, the Reporting Person was granted a stock option for 400,000 shares of Common Stock, 160,000 of which option shares vest in four equal annual installments commencing on January 7, 2021 and 240,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 120,000 of the 240,000 performance option shares on December 8, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 120,000 option shares. |
2. The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan. |
3. Represents the 160,000 time-based option shares referred to in footnote (1) plus the 120,000 vested performance option shares referred to in footnote (1) plus 60,000 vested performance shares which vested on September 2, 2020. |
4. As previously reported on a Form 4 filed on July 16, 2020, on July 15, 2020 the Reporting Person was granted a stock option for 137,750 shares of Common Stock, 55,100 of which option shares vest in four equal annual installments commencing on July 15, 2021 and 82,650 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 20,663 of the 82,650 performance option shares on December 8, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 20,663 option shares. |
5. Represents the 55,100 time-based option shares referred to in footnote (1) plus the 20,663 vested performance option shares referred to in footnote (4). |
/s/ Thierry Chauche, as attorney-in-fact | 12/09/2022 | |
** 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. |