SEC FORM 4

SEC Form 4

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

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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^*

Thaxton Colby Shad

(Last)

(First)

(Middle)

C/O EXICURE, INC.

8045 LAMON AVENUE, SUITE 410

(Street)

SKOKIE

60077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Max-1 Acquisition Corp [ XCUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/26/2017		J⁽¹⁾		11,267,824⁽¹⁾	A	⁽¹⁾	11,267,824	I	By AuraSense, LLC⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.65⁽¹⁾⁽⁴⁾	09/26/2017		A		49,649⁽¹⁾⁽⁴⁾		⁽⁵⁾	03/01/2024	Common Stock	49,649⁽¹⁾⁽⁴⁾	$0.00⁽⁴⁾	49,649	D
Stock Option (right to buy)	$1.03⁽¹⁾⁽⁴⁾	09/26/2017		A		24,824⁽¹⁾⁽⁴⁾		⁽⁶⁾	04/28/2025	Common Stock	24,824⁽¹⁾⁽⁴⁾	$0.00⁽⁴⁾	24,824	D
Stock Option (right to buy)	$4.21⁽¹⁾⁽⁴⁾	09/26/2017		A		24,824⁽¹⁾⁽⁴⁾		⁽⁷⁾	01/04/2027	Common Stock	24,824⁽¹⁾⁽⁴⁾	$0.00⁽⁴⁾	24,824	D

Explanation of Responses:

1. 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").

2. The Reporting Person is a member of the Board of Managers of AuraSense, LLC and may be deemed to share voting or dispositive power over the shares held by AuraSense, LLC.

3. 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.

4. 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.

5. This option vested 25% on March 1, 2015, 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.

6. 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.

7. 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.

Remarks:

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	09/28/2017
	** 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.
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