0000899243-17-022826.txt : 20170928
0000899243-17-022826.hdr.sgml : 20170928
20170928214029
ACCESSION NUMBER: 0000899243-17-022826
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170926
FILED AS OF DATE: 20170928
DATE AS OF CHANGE: 20170928
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Venkatesan Jay
CENTRAL INDEX KEY: 0001413350
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55764
FILM NUMBER: 171108844
MAIL ADDRESS:
STREET 1: C/O AYER CAPITAL MANAGEMENT, LP
STREET 2: 230 CALIFORNIA ST, SUITE 600
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Max-1 Acquisition Corp
CENTRAL INDEX KEY: 0001698530
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 815333008
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0228
BUSINESS ADDRESS:
STREET 1: 2255 GLADES RD., SUITE 324A
CITY: BOCA RATON
STATE: FL
ZIP: 33431
BUSINESS PHONE: (561) 989-2208
MAIL ADDRESS:
STREET 1: 2255 GLADES RD., SUITE 324A
CITY: BOCA RATON
STATE: FL
ZIP: 33431
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-09-26
0
0001698530
Max-1 Acquisition Corp
XCUR
0001413350
Venkatesan Jay
C/O EXICURE, INC.
8045 LAMON AVENUE, SUITE 410
SKOKIE
IL
60077
1
0
0
0
Common Stock
2017-09-26
4
J
0
190957
A
190957
I
By The Venkatesan-Louizides Trust
Common Stock
2017-09-26
4
J
0
90192
A
90192
I
By Ayer Special Situations Fund I, LP
Common Stock
2017-09-26
4
A
0
52234
A
52234
D
Common Stock
2017-09-26
4
P
0
66666
3.00
A
156858
I
By Ayer Special Situations Fund I, LP
Stock Option (right to buy)
0.65
2017-09-26
4
A
0
9309
0.00
A
2024-02-17
Common Stock
9309
9309
D
Stock Option (right to buy)
1.03
2017-09-26
4
A
0
12929
0.00
A
2025-04-28
Common Stock
12929
12929
D
Stock Option (right to buy)
4.21
2017-09-26
4
A
0
24824
0.00
A
2027-01-04
Common Stock
24824
24824
D
Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio").
The Reporting Person is the trustee of the Venkatesan-Louizides Trust (the "Trust") and has voting or dispositive power over the shares held by the Trust.
The Reporting Person is the managing director of the Ayer Special Situations Fund I, LP ("Ayer Fund") and has voting or dispositive power over the shares held by the Ayer Fund.
The Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio.
This option vested 25% on October 1, 2014, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
This option vests in 12 substantially equal monthly installments from January 4, 2017, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.
Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on September 28, 2017)
/s/ David Snyder, attorney-in-fact
2017-09-28