SEC Filing - Bellicum

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SEC FORM 4 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^*

BROWN JAMES F

(Last)

(First)

(Middle)

C/O BELLICUM PHARMACEUTICALS, INC.

2130 W. HOLCOMBE BLVD., STE. 800

(Street)

HOUSTON

77030

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BELLICUM PHARMACEUTICALS, INC [ BLCM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2014		C		679,650⁽¹⁾⁽²⁾	A	⁽³⁾	679,650⁽¹⁾	I	By AVG Ventures, LP
Common Stock	12/23/2014		C		202,372⁽¹⁾⁽²⁾	A	⁽⁴⁾	882,022⁽¹⁾	I	By AVG Ventures, LP
Common Stock	12/23/2014		J⁽⁵⁾		23,300⁽¹⁾	A	$0.00	905,322⁽¹⁾	I	By AVG Ventures, LP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽³⁾	12/23/2014		C			1,155,405⁽¹⁾⁽²⁾	⁽³⁾	⁽³⁾	Common Stock	679,650⁽¹⁾⁽²⁾	$0.00	0	I	By AVG Ventures, LP
Series C Convertible Preferred Stock	⁽⁴⁾	12/23/2014		C			344,033⁽¹⁾⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	202,372⁽¹⁾⁽²⁾	$0.00	0	I	By AVG Ventures, LP

Explanation of Responses:

1. The Reporting Person is the manager of AVG Ventures GP, LLC, which is general partner of AVG Ventures, LP, which owns the reported securities. The Reporting Person shares voting and investment power with respect to shares held by AVG Ventures, LP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Reflects 1.7-for-1 reverse stock split which became effective on December 5, 2014.

3. The Series B Convertible Preferred Stock converted into the Issuer's common stock on a 1.7-for-1 basis and had no expiration date.

4. The Series C Convertible Preferred Stock converted into the Issuer's common stock on a 1.7-for-1 basis and had no expiration date.

5. On December 4, 2014, the Board of Directors of the Issuer declared a dividend payable to all holders of records of the Series B Convertible Participating Preferred Stock of the Issuer on December 16, 2014, payable in the form of cash or in shares of Common Stock of the Issuer, at the option of each holder. The dividends occurred in connection with the closing of the Issuer's public offering. The Reporting Person elected to receive the shares of Common Stock.

Remarks:

	/s/ James F. Brown	12/23/2014
	** 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).
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