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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
Chemomab Therapeutics Ltd. [ CMMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/14/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | ||||||
American Depositary Shares(1)(2) | 5,209 | D |
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 | ||||||||
Option to Purchase American Depositary Shares(1) | $1.7 | 06/14/2023 | A | 102,860 | (3) | 06/14/2033 | American Depositary Shares(1) | 102,860 | $0 | 167,860 | D | ||||
Option to Purchase American Depositary Shares(1)(2) | $2.11 | 11/08/2022 | A | 29,400 | (4) | 11/08/2032 | American Depositary Shares(1) | 29,400 | $0 | 65,000 | D | ||||
Option to Purchase American Depositary Shares(1)(2) | $9.83 | 11/11/2021 | A | 35,600 | (5) | 11/11/2031 | American Depositary Shares(1) | 35,600 | $0 | 35,600 | D |
Explanation of Responses: |
1. Each American Depositary Share (ADS) represents twenty (20) ordinary shares, no par value, of the Issuer. |
2. No transaction has been effected by the Reporting Person with respect to these securities, and they are being included in this form 4 for informational purposes only. |
3. Options granted under the Company's 2017 Equity-Based Incentive Plan (the "Plan") on June 14, 2023; 25% of the options vest and become exercisable following 12 months from the grant thereof and an additional 6.25% vests at the end of each calendar quarter thereafter such that the options are fully vested and exercisable on June 14, 2027, subject to acceleration upon a change in control pursuant to the terms of the Option Agreement ("CIC") by and between the Reporting Person and the Issuer and continued service by the Reporting Person. In addition, following a CIC, the exercise period of the option shall be extended to 12 months following termination of service, other than in the event of termination For Cause (as defined in the Plan). |
4. These options vest and become exercisable pursuant to the following schedule: 25% of the options shall vest on November 8, 2023, and the remainder shall vest over three years in quarterly equal installments, subject to acceleration upon a change in control ("CIC") and continued service by the Reporting Person. In addition, following a CIC, the exercise period of the option shall be extended to 12 months following termination of service, other than in the event of termination For Cause (as defined in the Plan). |
5. These options vest and become exercisable pursuant to the following schedule: 25% of the options vested on November 11, 2022, and the remainder shall vest over three years in quarterly equal installments, subject to acceleration upon a change in control pursuant ("CIC") and continued service by the Reporting Person. In addition, following a CIC, the exercise period of the option shall be extended to 12 months following termination of service, other than in the event of termination For Cause (as defined in the Plan). |
/s/ David S. Glatt, Attorney-in-Fact for Sigal Fatal | 06/16/2023 | |
** 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. |