Michael John Dawson Form 4 PALISADE BIO / Michael John Dawson 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^*

Dawson Michael John

(Last) (First) (Middle)

C/O PALISADE BIO, INC.

5800 ARMADA DR., SUITE 210

(Street)

CARLSBAD CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2021

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)	$27.59	04/27/2021		A		5,438		(1)	02/10/2027	Common Stock	5,438	(2)	5,438	D
Stock Option (Right to Buy)	$53.33	04/27/2021		A		20,391		(3)	07/24/2028	Common Stock	20,391	(4)	20,391	D
Stock Option (Right to Buy)	$41.2	04/27/2021		A		5,084		(5)	03/22/2029	Common Stock	5,084	(6)	5,084	D
Stock Option (Right to Buy)	$41.2	04/27/2021		A		1,962		(1)	03/22/2029	Common Stock	1,962	(7)	1,962	D
Stock Option (Right to Buy)	$26.85	04/27/2021		A		2,800		(1)	02/19/2030	Common Stock	2,800	(8)	2,800	D

Explanation of Responses:

1. The stock option vested in four equal quarterly installments from the vesting commencement date.

2. Received in exchange for a stock option to acquire 200,000 shares of common stock of Leading BioSciences, Inc. ("LBS") for $0.75 per share, pursuant to the Agreement and Plan of Merger, dated December 16, 2020, among Seneca Biopharma Inc., Townsgate Acquisition Sub 1, Inc. and LBS (the "Merger"). Per the terms of the Merger, each share of LBS's common stock was converted into the right to receive 0.02719 shares of Seneca's common stock. In the Merger, the name of the Issuer was changed from Seneca Biopharma, Inc. to Palisade Bio, Inc.

3. The stock option vests according to the following schedule: 17% of the shares underlying the option vests on grant date and the remaining 83% vests in 10 quarterly installments thereafter beginning on September 30, 2018.

4. Received in the Merger in exchange for a stock option to acquire 750,000 shares of LBS common stock for $1.45 per share.

5. The stock option vests according to the following schedule: 33% of the shares underlying the option vests on grant date and the remaining 67% vests in eight equal quarterly installments thereafter beginning on March 31, 2019.

6. Received in the Merger in exchange for a stock option to acquire 187,000 shares of LBS common stock for $1.12 per share.

7. Received in the Merger in exchange for a stock option to acquire 72,200 shares of LBS common stock for $1.12 per share.

8. Received in the Merger in exchange for a stock option to acquire 103,000 shares of LBS common stock for $0.73 per share.

Remarks:

	/s/ JD Finley, Attorney-in-Fact for Michael Dawson	04/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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