FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
9 METERS BIOPHARMA, INC. [ NMTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock | 11/27/2020 | A(1) | 203,667 | A | $0 | 823,676 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $0.6216 | 11/27/2020 | J(2) | 650,000 | (3) | 07/06/2030 | Common stock | 650,000 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $0.6216 | 11/27/2020 | J(4) | 639,655 | (5) | 07/06/2030 | Common stock | 639,655 | $0 | 310,345 | D | ||||
Stock Option (Right to Buy) | $1.07 | 11/27/2020 | J(2) | 650,000 | (3) | 11/27/2030 | Common stock | 650,000 | $0 | 650,000 | D | ||||
Stock Option (Right to Buy) | $1.07 | 11/27/2020 | J(4) | 639,655 | (5) | 11/27/2030 | Common stock | 639,655 | $0 | 639,655 | D |
Explanation of Responses: |
1. Represents restricted stock, all of which shall vest on November 27, 2021, contingent upon the Reporting Person's continued service with the Company through the vesting date. |
2. On November 27, 2020, the Company's Board of Directors approved a modification of the Reporting Person's option package. 650,000 options with an exercise price were cancelled and 650,000 options with an exercise price of $1.07 were reissued in its place. |
3. The option vest, if at all, upon satisfaction of certain performance criteria as determined by the Board in its discretion. Vesting will begin on the date the Board deems the performance criteria met (the "Performance Date"). Each performance tranche, consisting of 325,000 shares subject to the option, shall vest 25% on the one-year anniversary of the Performance Date with the remainder vesting monthly over 36 months following the Performance Date. |
4. On November 27, 2020, the Company's Board of Directors approved a modification of the Reporting Person's option package. 639,655 options with an exercise price of $0.6216 were cancelled and 639,655 options with an exercise price of $1.07 were reissued in its place. |
5. 25% of these shares shall be deemed vested and exercisable on July 6, 2021 with the remainder vesting in equal monthly installments over the next 36 months, such that the option shall be fully vested on July 6, 2024, subject to the executive's continued service with the Company through each applicable vesting date. |
Remarks: |
/s/ Edward J. Sitar, as power of attorney | 12/01/2020 | |
** 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 4 (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. |