0001144204-15-040135.txt : 20150630 0001144204-15-040135.hdr.sgml : 20150630 20150630175535 ACCESSION NUMBER: 0001144204-15-040135 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150626 FILED AS OF DATE: 20150630 DATE AS OF CHANGE: 20150630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bionik Laboratories Corp. CENTRAL INDEX KEY: 0001508381 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 271340346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 BUSINESS PHONE: 1.416.640.7887 MAIL ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 FORMER COMPANY: FORMER CONFORMED NAME: Drywave Technologies, Inc. DATE OF NAME CHANGE: 20130814 FORMER COMPANY: FORMER CONFORMED NAME: Strategic Dental Management Corp. DATE OF NAME CHANGE: 20101220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAIRES THIAGO MORAIS ULHOA CENTRAL INDEX KEY: 0001635159 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-54717 FILM NUMBER: 15962477 MAIL ADDRESS: STREET 1: 483 BAY STREET STREET 2: N105 CITY: TORONTO STATE: A6 ZIP: M5G2C9 4 1 v414557_4.xml OWNERSHIP DOCUMENT X0306 4 2015-06-26 0 0001508381 Bionik Laboratories Corp. BNKL 0001635159 CAIRES THIAGO MORAIS ULHOA 483 BAY STREET TORONTO A6 M5G2C9 ONTARIO, CANADA 1 1 1 0 Chief Technology Officer Exchangeable Shares 2015-06-26 4 S 0 210761 D Common Stock, par value $0.001 210761 7496351 D As a condition of the February 26, 2015 closing of the acquisition (the "Acquisition Transaction") by the Issuer of Bionik Laboratories Inc., a company existing under the laws of Canada ("Bionik Canada"), Bionik Canada created a new class of exchangeable shares (the "Exchangeable Shares"), which were issued to the then-existing common shareholders of Bionik Canada, including the Reporting Person, in exchange for all of their outstanding common shares. The Exchangeable Shares are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock, par value $0.001 per share, of the Issuer (the "Common Stock"), and have the following attributes, among others: (a) be, as nearly as practicable, the economic equivalent of the Common Stock as of the consummation of the Acquisition Transaction; (b) have dividend entitlements and other attributes corresponding to the Common Stock; (c) be exchangeable, at each holder's option, for Common Stock on a one-for-one basis; and (d) upon the direction of the board of directors of the Issuer, be exchanged for Common Stock on the 10 year anniversary of the Acquisition Transaction, subject to applicable law, unless exchanged earlier upon the occurrence of certain events. On June 26, 2015, Mr. Caires, as part of a private transaction between Mr. Caires, Peter Bloch, the Company's CEO, Michal Prywata, the Company's COO, and Olivier Archambaud, an existing stockholder of the Company, Messrs. Bloch, Prywata and Caires agreed to transfer to Mr. Archambaud, for no additional consideration, an aggregate of 629,138 of their Exchangeable Shares in return for the settlement, release and termination of an ongoing dispute between them. Of such transferred shares, Mr. Caires owned 210,761. Exercisable immediately. /s/ Thiago Caires 2015-06-26