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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BELLICUM PHARMACEUTICALS, INC [ BLCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2014 | ||||||||||||||||||||||||||
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 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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Series C Preferred Stock (right to buy) | $6 | 12/17/2014 | X | 25,277 | 08/22/2014 | 08/22/2019(1) | Series C Preferred Stock | 25,277 | $0.00 | 0 | D | ||||
Series C Convertible Preferred Stock | (2) | 12/17/2014 | X | 25,277 | (3) | (3) | Common Stock | 14,868 | (3) | 14,868 | D | ||||
Warrant to Purchase Series C Preferred Stock (right to buy) | $6 | 12/17/2014 | X | 71,063 | 08/22/2014 | 08/22/2019(1) | Series C Preferred Stock | 71,063 | $0.00 | 0 | I | By the Jordana Slawin 2012 Family Trust(4) | |||
Series C Convertible Preferred Stock | (2) | 12/17/2014 | X | 71,063 | (3) | (3) | Common Stock | 41,801 | (3) | 41,801 | I | By the Jordana Slawin 2012 Family Trust(4) | |||
Warrant to Purchase Series C Preferred Stock (right to buy) | $6 | 12/17/2014 | X | 61,933 | 08/22/2014(1) | 08/22/2019(1) | Series C Preferred Stock | 61,933 | $0.00 | 0 | I | By the Kevin Slawin 2009 Family Trust(5) | |||
Series C Convertible Preferred Stock | (2) | 12/17/2014 | X | 61,933 | (3) | (3) | Common Stock | 36,431 | (3) | 36,431 | I | By the Kevin Slawin 2009 Family Trust(5) | |||
Warrant to Purchase Series C Preferred Stock (right to buy) | $6 | 12/17/2014 | X | 17,311 | 08/22/2014 | 08/22/2019(1) | Series C Preferred Stock | 17,311 | $0.00 | 0 | I | By the 2009 Slawin Family Partnership(6) | |||
Series C Convertible Preferred Stock | (2) | 12/17/2014 | X | 17,311 | (3) | (3) | Common Stock | 10,182 | (3) | 10,182 | I | By the 2009 Slawin Family Partnership(6) |
Explanation of Responses: |
1. Upon the date immediately following the date of the effectiveness of the initial public offering of the Issuer, on or prior to March 31, 2015, this Warrant will be terminated if not previously exercised. |
2. The Preferred Stock is convertible at any time. |
3. The Series C Convertible Preferred Stock (the "Preferred Stock") are convertible into the Issuer's common stock at a conversion rate of 1 share of common stock for each 1.7 shares of Preferred Stock and have no expiration date. |
4. The Reporting Person's spouse is trustee of the Jordana Slawin 2012 Family Trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
5. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
6. The Reporting Person is a managing partner of the 2009 Slawin Family Partnership that owns the reported securities. The Reporting Person has the dispositive power and control over the securities held by such partnership. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Kevin M. Slawin, M.D. | 12/19/2014 | |
** 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). | ||
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. |