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