SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
| GENVEC, INC. |
| (Name of Issuer) |
| COMMON STOCK, par value $0.001 |
| (Title of Class of Securities) |
| 37246C406 |
| (CUSIP Number) |
| February 2, 2017 |
| (Date of Event Which Requires Filing of This Statement) |
Check the Appropriate box to designate the rule pursuant to which this schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| CUSIP No. 37246C406 | 13G | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| MMCAP International Inc. SPC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☑ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Cayman Islands | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 0 | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 114,827 common shares | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 0 | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | 114,827 common shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 114,827 common shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
5.05%* *The percentages used herein are calculated based upon 22,736,316 outstanding shares of the Issuer as of October 31, 2016, adjusted for 1:10 reverse split effected December 1, 2016. | |||
| 12 | TYPE OF REPORTING PERSON* | ||
| CO | |||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 37246C406 | 13G | Page 3 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | ||
| MM Asset Management Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☑ (b) ☐ | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Ontario, Canada | |||
| 5 | SOLE VOTING POWER | ||
| NUMBER OF | 0 | ||
| SHARES | 6 | SHARED VOTING POWER | |
| BENEFICIALLY | 114,827 common shares | ||
| OWNED BY | 7 | SOLE DISPOSITIVE POWER | |
| EACH | 0 | ||
| REPORTING | 8 | SHARED DISPOSITIVE POWER | |
| PERSON WITH | 114, 827 common shares | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 114,827 common shares | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||
5.05%* *The percentages used herein are calculated based upon 22,736,316 outstanding shares of the Issuer as of October 31, 2016, adjusted for 1:10 reverse split effected December 1, 2016. | |||
| 12 | TYPE OF REPORTING PERSON* | ||
| CO | |||
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 37246C406 | 13G | Page 4 of 6 Pages |
Item 1 (a). Name of Issuer:
GenVec, Inc.
Item 1 (b). Address of Issuer’s Principal Executive Offices:
910 Clopper Road, Suite 220N
Gaithersburg, Maryland 20678
Item 2 (a). Name of Person Filing:
i) MMCAP International Inc. SPC
ii) MM Asset Management Inc.
Item 2 (b). Address of Principal Business Office or, if None, Residence:
i) �� P. O. Box 259
George Town Financial Centre
Grand Cayman, Cayman Islands KY1-1208
George Town Financial Centre
Grand Cayman, Cayman Islands KY1-1208
ii) 66 Wellington Street West, Suite 2707
Toronto, Ontario M5K 1H6 Canada
Toronto, Ontario M5K 1H6 Canada
Item 2 (c). Citizenship:
i) Cayman Islands
ii) Ontario, Canada
Item 2 (d). Title of Class of Securities:
Common Stock, par value $0.001
Item 2 (e). CUSIP Number:
37246C406
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ | Insurance Company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ | Investment Company registered under Section 8 of the Investment Company Act; |
| (e) | ☐ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940: | |
| (j) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(j). |
| ☑ | If this statement is filed pursuant to Rule 13d-1(c), check this box. |
| CUSIP No. 37246C406 | 13G | Page 5 of 6 Pages |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
| (a) | Amount beneficially owned: 114,827 common shares |
| (b) | Percent of class: 5.05%* |
| (c) | Number of shares as to which such person has: |
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 114,827 common shares
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 114,827 common shares
*The percentages used herein are calculated based upon 22,736,316 outstanding shares of the Issuer as of October 31, 2016, adjusted for 1:10 reverse split effected December 1, 2016.
Instruction. For computations regarding securities which represent a right to acquire an underlying security, see Rule 13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class. |
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
N/A
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
N/A
| Item 8. | Identification and Classification of Members of the Group. |
N/A
| Item 9. | Notice of Dissolution of Group. |
N/A
| CUSIP No. 37246C406 | 13G | Page 6 of 6 Pages |
Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 16, 2017 | |
| (Date) | |
MMCAP International Inc. SPC | |
By: /s/ Matthew MacIsaac Matthew MacIsaac, Director | |
| February 16, 2017 | |
| (Date) | |
MM Asset Management Inc. | |
By: /s/ Hillel Meltz Hillel Meltz, President |