Statement of Changes in Beneficial Ownership (4)
2021年10月16日 - 5:13AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Cormorant Asset Management, LP |
2. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc.
[
PYXS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former 10% Owner |
(Last)
(First)
(Middle)
200 CLARENDON STREET, 52ND FLOOR, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2021 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/13/2021 | | C | | 668854 | A | (1) | 668854 | I | See Footnotes (2)(3) |
Common Stock | 10/13/2021 | | P | | 450000 | A | $16 | 1118854 | I | See Footnotes (2)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Series B Convertible Preferred Stock | (1) | 10/13/2021 | | C | | | 668854 | (1) | (1) | Common Stock | 668854 | (1) | 0 | I | See Footnotes (2)(5) |
Explanation of Responses: |
(1) | Shares of Series B Convertible Preferred Stock were convertible at any time at the holder's election, without payment of additional consideration. Such shares had no expiration date but converted into Common Stock automatically upon the closing of the Issuer's initial public offering. |
(2) | Shares reported herein are held by Cormorant Global Healthcare Master Fund, LP (the "Master Fund"), Cormorant Private Healthcare Fund III, LP ("Fund III"), and a managed account (the "Account"). Cormorant Asset Management, LP ("Cormorant") serves as the investment manager of the Master Fund, Fund III, and the Account. Bihua Chen serves as manager of the general partner of Cormorant. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any such shares for purposes of Section 16(a) of the Securities Exchange Act of 1934 or for any other purpose. |
(3) | Represents (i) 146,479 shares held by the Master Fund, (ii) 510,503 shares held by Fund III, and (iii) 11,872 shares held by the Account. |
(4) | Shares reported herein as purchased on October 13, 2021 represent 450,000 shares purchased by the Master Fund. |
(5) | The Series B Convertible Preferred Stock represented, on an as-converted basis, (i) 146,479 shares held by the Master Fund, (ii) 510,503 shares held by Fund III, and (iii) 11,872 shares held by the Account. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cormorant Asset Management, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116 |
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| Former 10% Owner |
Chen Bihua C/O CORMORANT ASSET MANAGEMENT, LLC 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116 | X |
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| Former 10% Owner |
Cormorant Global Healthcare Master Fund, LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, DC 02116 |
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| Former 10% Owner |
Cormorant Private Healthcare Fund III LP 200 CLARENDON STREET, 52ND FLOOR BOSTON, MA 02116 |
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| Former 10% Owner |
Signatures
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/s/ CORMORANT ASSET MANAGEMENT, LP By : Cormorant Asset Management GP, LLC, its General Partner, By: Bihua Chen, Managing Member | | 10/15/2021 |
**Signature of Reporting Person | Date |
/s/ CORMORANT GLOBAL HEALTHCARE MASTER FUND, LP, By: Cormorant Global Healthcare GP, LLC, its General Partner By: Bihua Chen, Managing Member | | 10/15/2021 |
**Signature of Reporting Person | Date |
/s/ CORMORANT PRIVATE HEALTHCARE FUND III, LP By: Cormorant Private Healthcare GP III, LLC, its General Partner By: Bihua Chen, Managing Member | | 10/15/2021 |
**Signature of Reporting Person | Date |
/s/ Bihua Chen | | 10/15/2021 |
**Signature of Reporting Person | Date |
Pyxis Oncology (NASDAQ:PYXS)
過去 株価チャート
から 6 2024 まで 7 2024
Pyxis Oncology (NASDAQ:PYXS)
過去 株価チャート
から 7 2023 まで 7 2024