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
EPIRUS Biopharmaceuticals, Inc. [ EPRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2014 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 07/15/2014 | A | 21,641 | A | (1) | 21,641 | D |
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 | ||||||||
Employee Stock Option (Right to Buy) | $1 | 07/15/2014 | A | 20,209(2) | (3) | 06/27/2022 | Common Stock | 20,209 | (2) | 20,209 | D | ||||
Employee Stock Option (Right to Buy) | $1 | 07/15/2014 | A | 8,089(4) | (5) | 12/19/2022 | Common Stock | 8,089 | (4) | 8,089 | D | ||||
Employee Stock Option (Right to Buy) | $1 | 07/15/2014 | A | 6,807(6) | (7) | 05/13/2023 | Common Stock | 6,807 | (6) | 6,807 | D | ||||
Employee Stock Option (Right to Buy) | $7.4 | 07/15/2014 | A | 86,448(8) | (9) | 04/14/2024 | Common Stock | 86,448 | (8) | 86,448 | D |
Explanation of Responses: |
1. BRunning, Inc., formerly a wholly owned subsidiary of the entity formerly known as Zalicus Inc., was merged with and into EPIRUS Pharmaceuticals, Inc., a privately held company (the "Predecessor"), on July 15, 2014 (the "Merger"). Following the Merger, Zalicus Inc. was renamed EPIRUS Biopharmaceuticals, Inc. These securities were received in the Merger in exchange for 163,222 shares of common stock of the Predecessor and reflect the 1 for 10 reverse stock split effected by the Issuer on July 16, 2014 (the "Stock Split"). |
2. These securities were received in the Merger in exchange for an employee stock option to acquire 152,422 shares of common stock of the Predecessor for $0.12, per share and gives effect to the Stock Split. |
3. 25% of the option shares vests on June 15, 2013 and the remaining option shares shall vest in substantially equal monthly installments over the remaining 3 years. |
4. These securities were received in the Merger in exchange for an employee stock option to acquire 61,010 shares of common stock of the Predecessor for $0.12 per share and gives effect to the Stock Split. |
5. 25% of the option shares vests on December 20, 2013 and the remaining option shares shall vest in substantially equal monthly installments over the remaining 3 years. |
6. These securities were received in the Merger in exchange for an employee stock option to acquire 51,345 shares of common stock of the Predecessor for $0.12 per share and gives effect to the Stock Split. |
7. 25% of the option shares vests on December 20, 2013 and the remaining option shares shall vest in substantially equal monthly installments over the remaining 3 years. |
8. These securities were received in the Merger in exchange for an employee stock option to acquire 652,001 shares of common stock of the Predecessor for $0.98 per share and gives effect to the Stock Split. |
9. 25% of the option shares vests on April 15, 2015 and the remaining option shares shall vest in substantially equal monthly installments over the remaining 3 years. |
Remarks: |
SVP of Clinical, Regulatory and Manufacturing |
/s/ Michael Wyand | 07/17/2014 | |
** 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. |