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) 12/26/2022 |
3. Issuer Name and Ticker or Trading Symbol
CATALYST BIOSCIENCES, INC. [ CBIO ] |
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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 | 895,217 | D(1)(2) | |
Common Stock | 5,371,304 | D(3)(4) |
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 | ||||
Series X Convertible Preferred Stock | (5) | (5) | Common Stock | 17,630,000 | (5) | D(1)(2) | |
Series X Convertible Preferred Stock | (5) | (5) | Common Stock | 105,770,000 | (5) | D(3)(4) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are held by GNI Group Ltd. ("GNI Japan"). |
2. GNI Hong Kong Ltd. ("GNI HK") disclaims beneficial ownership of the securities held by GNI Japan for purposes of Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein. |
3. These securities are held by GNI HK. |
4. GNI HK, through GNI Japan-affiliated entities, is a wholly-owned subsidiary of GNI Japan. GNI Japan may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities held by GNI HK and, therefore, a "ten percent holder" hereunder. |
5. Shares of Series X Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), are convertible into common stock based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on December 27, 2022), at the holder's election after 5:00 p.m. (New York City time) on the second business day after the date on which the Issuer's stockholders approve the conversion of the Preferred Stock. |
Remarks: |
Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney |
/s/ Branden Berns, Attorney-in-fact for GNI Group Ltd. | 01/05/2023 | |
/s/ Branden Berns, Attorney-in-fact for GNI Hong Kong Ltd. | 01/05/2023 | |
** 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. |