SEC Form 5
FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BIOTIME INC [ BTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2017 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Shares, no par value | 10/01/2017(1) | G | 10,000 | D | (1) | 5,471,555(2) | D | ||||||||
Common Shares, no par value | 12/01/2017(3) | G | 100,000 | D | (3) | 1,043,346 | I | By Greenbelt Corp. | |||||||
Common Shares, no par value | 375,351 | I | By Greenway Partners, LP |
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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Option to Purchase Common Shares | $4.13 | (4) | 06/30/2018 | Common Shares | 50,000 | 50,000 | D | |||||||
Option to Purchase Common Shares | $3.11 | (5) | 06/30/2019 | Common Shares | 50,000 | 50,000 | D | |||||||
Option to Purchase Common Shares | $3.57 | (6) | 06/30/2020 | Common Shares | 50,000 | 50,000 | D | |||||||
Option to Purchase Common Shares | $2.72 | (7) | 06/30/2021 | Common Shares | 50,000 | 50,000 | D | |||||||
Option to Purchase Common Shares | $3.15 | (8) | 06/30/2022 | Common Shares | 50,000 | 50,000 | D |
Explanation of Responses: |
1. During October 2017, Mr. Kingsley gifted a total of 10,000 common shares. |
2. Does not include shares that Mr. Kingsley may acquire through the exercise of certain options. |
3. During December 2017, Greenbelt Corp. gifted a total of 100,000 common shares to certain charitable organizations. |
4. 12,500 options became exercisable on September 30, 2013; December 31, 2013; March 31, 2014; and June 30, 2014. |
5. 12,500 options became exercisable on September 30, 2014; December 31, 2014; March 31, 2015, and June 30, 2015. |
6. 12,500 options became exercisable on September 30, 2015; December 31, 2015; March 31, 2016; and June 30, 2016. |
7. 12,500 options became exercisable on September 30, 2016; December 31, 2016; March 31, 2017; and June 30, 2017. |
8. 12,500 options became exercisable on September 30, 2017 and December 31, 2017, and the remaining 25,000 options will become exercisable in 2 equal quarterly installments based upon continued service on the board of directors. |
Remarks: |
Mr. Kingsley is Executive Chairman of certain BioTime subsidiaries. |
/s/ Alfred D. Kingsley | 02/14/2018 | |
** 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. |