FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/17/2014 |
3. Issuer Name and Ticker or Trading Symbol
BELLICUM PHARMACEUTICALS, INC [ BLCM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 126,764 | D | |
Common Stock | 339,235 | I | By the Jordana Slawin 2012 Family Trust(1) |
Common Stock | 294,117 | I | By the Kevin Slawin 2009 Family Trust(2) |
Common Stock | 4,901 | I | By the 2009 Slawin Family Partnership(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (4) | 12/06/2020 | Common Stock | 48,235 | $0.51 | D | |
Stock Option (right to buy) | (5) | 11/08/2021 | Common Stock | 258,823 | $2.55 | D | |
Stock Option (right to buy) | (6) | 07/30/2023 | Common Stock | 352,941 | $2.55 | D | |
Stock Option (right to buy) | (7) | 11/10/2024 | Common Stock | 108,823 | $7.47 | D | |
Warrant to Purchase Series C Preferred Stock (right to buy) | 08/22/2014 | 08/22/2019(8) | Series C Preferred Stock | 25,277 | $6 | D | |
Warrant to Purchase Series C Preferred Stock (right to buy) | 08/22/2014 | 08/22/2019(8) | Series C Preferred Stock | 71,063 | $6 | I | By the Jordana Slawin 2012 Family Trust(1) |
Warrant to Purchase Series C Preferred Stock (right to buy) | 08/22/2014 | 08/22/2019(8) | Series C Preferred Stock | 61,933 | $6 | I | By the Kevin Slawin 2009 Family Trust(2) |
Warrant to Purchase Series C Preferred Stock (right to buy) | 08/22/2014 | 08/22/2019(8) | Series C Preferred Stock | 17,311 | $6 | I | By the 2009 Slawin Family Partnership(3) |
Series A Convertible Preferred Stock | (9) | (10) | Common Stock | 17,135 | (10) | I | By the Jordana Slawin 2012 Family Trust(1) |
Series A Convertible Preferred Stock | (9) | (10) | Common Stock | 16,470 | (10) | I | By the Kevin Slawin 2009 Family Trust(2) |
Series A Convertible Preferred Stock | (9) | (10) | Common Stock | 16,904 | (10) | I | By the 2009 Slawin Family Partnership(3) |
Series B Convertible Preferred Stock | (9) | (10) | Common Stock | 65,008 | (10) | I | By the 2009 Slawin Family Partnership(3) |
Series C Convertible Preferred Stock | (9) | (10) | Common Stock | 22,875 | (10) | D | |
Series C Convertible Preferred Stock | (9) | (10) | Common Stock | 64,310 | (10) | I | By the Jordana Slawin 2012 Family Trust(1) |
Series C Convertible Preferred Stock | (9) | (10) | Common Stock | 56,048 | (10) | I | By the Kevin Slawin 2009 Family Trust(2) |
Series C Convertible Preferred Stock | (9) | (10) | Common Stock | 15,666 | (10) | I | By the 2009 Slawin Family Partnership(3) |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 100% of the shares subject to the stock option are vested and exercisable. |
5. 25% of the shares subject to the stock option vested and became exercisable on November 9, 2012, with an additional 25% of the shares subject to the stock option vest and become exercisable on each annual anniversary thereafter. |
6. 34% of the shares subject to the stock option vested and became exercisable on July 31, 2014, with an additional 33% of the shares subject to the stock option vest and become exercisable on each annual anniversary thereafter. |
7. 25% of the shares subject to the stock option vest and become exercisable on November 11, 2015, and the remaining shares subject to the stock option vest and become exercisable in 36 equal monthly installments thereafter. |
8. 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, the Warrant will be terminated if not previously exercised. |
9. The Preferred Stock is convertible at any time. |
10. Each of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, "Preferred Stock") is 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 has no expiration date. |
Remarks: |
/s/ Kevin M. Slawin, M.D. | 12/17/2014 | |
** 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 5 (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. |