Jerel A. Banks Form 3 Benitec Biopharma / Jerel A. Banks ownership change

SEC Form 3

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^*

Banks Jerel A.

(Last) (First) (Middle)

C/O BENITEC BIOPHARMA INC.

3940 TRUST WAY

(Street)

HAYWARD CA 94545

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2020

3. Issuer Name and Ticker or Trading Symbol
Benitec Biopharma Inc. [ BNTC ]

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

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

5. 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 Beneficially Owned
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)
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
Options (right to buy)(1)	(2)	06/26/2023	Common Stock	33,333(3)	108(4)	D

Explanation of Responses:

1. These options were originally granted for exercise of ordinary shares of Benitec Biopharma Limited (predecessor to Issuer). Pursuant to a scheme of arrangement (the "Scheme") completed on April 15, 2020, all ordinary shares of Benitec Biopharma Limited were exchanged for shares of common stock in Issuer and no ordinary shares of Benitec Biopharma Limited remain outstanding.

2. These options were granted to the Reporting Person on June 25, 2018, by Benitec Biopharma Limited. 1/3 of the options are fully vested, 1/3 will vest two years from the grant date on June 26, 2020, and 1/3 will vest three years from the grant date on June 26, 2021.

3. These options were originally granted for exercise of 10,000,000 underlying shares of Benitec Biopharma Limited's ordinary shares. Pursuant to the Scheme referenced in footnote 1, on April 15, 2020, all ordinary shares in Benitec Biopharma Limited were exchanged for shares of common stock in Issuer at an exchange rate of 300 ordinary shares for one share of common stock (the "Exchange Ratio"). As a result, the shares of common stock in Issuer now underlying these options is 33,333.

4. Representing the exercise price to purchase one share of common stock of Issuer, calculated based on the certified exchange rate for April 15, 2020, as published by the Federal Reserve Board of the United States, of AUD 0.6328 to USD 1.00. These options were originally granted with an exercise price of AUD 0.2278 per option to purchase an ordinary share in Benitec Biopharma Limited. Following the completion of the Scheme, the exercise price for one share of common stock of Issuer shall therefore be AUD 68.34, or USD 108.00 based on the aforementioned exchange rate, which equals to AUD 0.2278 multiplied by the Exchange Ratio referenced in footnote 3.

Remarks:

	/s/ Jerel Banks	04/27/2020
	** 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 5 (b)(v).
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