0000905148-17-000608.txt : 20170621
0000905148-17-000608.hdr.sgml : 20170621
20170621151143
ACCESSION NUMBER: 0000905148-17-000608
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170619
FILED AS OF DATE: 20170621
DATE AS OF CHANGE: 20170621
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Athenex, Inc.
CENTRAL INDEX KEY: 0001300699
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 431985966
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 MAIN STREET
STREET 2: SUITE 600
CITY: BUFFALO
STATE: NY
ZIP: 14203
BUSINESS PHONE: 716-898-8625
MAIL ADDRESS:
STREET 1: 1001 MAIN STREET
STREET 2: SUITE 600
CITY: BUFFALO
STATE: NY
ZIP: 14203
FORMER COMPANY:
FORMER CONFORMED NAME: Kinex Pharmaceuticals, Inc.
DATE OF NAME CHANGE: 20131223
FORMER COMPANY:
FORMER CONFORMED NAME: Kinex Pharmaceuticals LLC
DATE OF NAME CHANGE: 20040817
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mui Bing How Tammy
CENTRAL INDEX KEY: 0001709117
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38112
FILM NUMBER: 17922743
MAIL ADDRESS:
STREET 1: C/O ATHENEX, INC. 1001 MAIN STREET
STREET 2: SUITE 600
CITY: BUFFALO
STATE: NY
ZIP: 14203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Beansprouts Ltd
CENTRAL INDEX KEY: 0001709077
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38112
FILM NUMBER: 17922744
BUSINESS ADDRESS:
STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN
CITY: TORTOLA
STATE: D8
ZIP: VG1110
BUSINESS PHONE: 852-2526 0668
MAIL ADDRESS:
STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN
CITY: TORTOLA
STATE: D8
ZIP: VG1110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mandra Medical Ltd
CENTRAL INDEX KEY: 0001709068
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38112
FILM NUMBER: 17922745
BUSINESS ADDRESS:
STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN
CITY: TORTOLA
STATE: D8
ZIP: VG1110
BUSINESS PHONE: 852-2526 0668
MAIL ADDRESS:
STREET 1: NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
STREET 2: J&C BUILDING, P.O. BOX 933, ROAD TOWN
CITY: TORTOLA
STATE: D8
ZIP: VG1110
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zhang Song-Yi
CENTRAL INDEX KEY: 0001290865
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38112
FILM NUMBER: 17922746
MAIL ADDRESS:
STREET 1: C/O MORGAN STANLEY
STREET 2: 27/F, THREE EXCHANGE SQUARE, CENTRAL
CITY: HONG KONG
STATE: K3
ZIP: -
4
1
form4.xml
X0306
4
2017-06-19
0001300699
Athenex, Inc.
ATNX
0001290865
Zhang Song-Yi
C/O ATHENEX, INC.,
1001 MAIN STREET, SUITE 600
BUFFALO
NY
14203
true
true
0001709068
Mandra Medical Ltd
NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
J&C BUILDING, P.O. BOX 933, ROAD TOWN
TORTOLA
D8
VG1110
VIRGIN ISLANDS, BRITISH
true
0001709077
Beansprouts Ltd
NEWHAVEN TRUSTEES (BVI) LTD., 3RD FLOOR
J&C BUILDING, P.O. BOX 933, ROAD TOWN
TORTOLA
D8
VG1110
VIRGIN ISLANDS, BRITISH
true
0001709117
Mui Bing How Tammy
C/O ATHENEX, INC. 1001 MAIN STREET
SUITE 600
BUFFALO
NY
14203
true
Common Stock
2017-06-19
4
C
0
227273
0
A
6657881
I
By Mandra Medical Limited
Common Stock
2017-06-19
4
P
0
146819
11
A
6804700
I
By Mandra Medical Limited
Common Stock
2017-06-19
4
P
0
181818
11
A
181818
I
By iBase Ltd.
Common Stock
4000
D
Common Stock
678880
I
By Avalon Biomedical (Management) Limited
Common Stock
287176
I
By Mandra Health Limited
Convertible Loan
2017-06-19
4
A
0
2000000
0
A
Common Stock
227273
2000000
I
By Mandra Medical Limited
Convertible Loan
2017-06-19
4
C
0
2000000
0
D
Common Stock
227273
0
I
By Mandra Medical Limited
Stock Option (Right to Buy)
11
2017-06-19
4
A
0
28500
0
A
2027-06-19
Common Stock
28500
28500
D
Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Song-Yi Zhang ("Mr. Zhang"), together with his spouse, indirectly owns all of the outstanding interests in Mandra Medical Limited, which owns 30% of the outstanding interests in Avalon Global, and Mr. Zhang serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical.
Each of Mandra Health Limited and Mandra Medical Limited are wholly-owned subsidiaries of Beansprouts Limited. Mr. Zhang is a member of the board of directors of each Mandra Health Limited and Mandra Medical Limited and, together with his spouse, owns all of the outstanding interests in Beansprouts Limited and shares voting and dispositive power over the shares held by it.
Mr. Zhang is the sole owner and director of iBase Ltd. and has sole voting and dispositive power over the shares held by iBase Ltd.
The option vests in four equal annual installments beginning on June 19, 2018.
The Convertible Loan, issued pursuant to the Convertible Loan Agreement, dated January 28, 2017, by and between Athenex, Inc. and Mandra Medical Limited, was automatically convertible into shares of Athenex, Inc. common stock upon the closing of Athenex, Inc.'s initial public offering at a conversion price equal to outstanding principal amount of such notes reduced by a 20.0% discount to the initial public offering price; which was $11.00, and has not expiration date.
Mr. Zhang disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zhang is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Due to the conditions to closing of the initial public offering of the Common Stock, these purchases were not deemed to occur until closing, or June 19, 2017.
Exhibit List: The Power of Attorneys filed as Exhibits 24.1, 24.2, and 24.3 to the Form 3 filed by the Reporting Person on June 13, 2017 are incorporated herein by reference.
Song-Yi Zhang, By: /s/ Teresa Bair, attorney-in-fact
2017-06-21
Mui Bing How Tammy, By: /s/ Teresa Bair, attorney-in-fact
2017-06-21
Mandra Medical Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact
2017-06-21
Beansprouts Limited, By: /s/ Song-Yi Zhang, Director, By: /s/ Teresa Bair, attorney-in-fact
2017-06-21