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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
EPIQ Capital Group, LLC

(Last) (First) (Middle)
1 LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Applied Molecular Transport Inc. [ AMTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Managing Member of 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/27/2023 12/27/2023 J(1) 2,149,292(2) D (6) 6,188,226 I See Footnote(10)
Common Stock 12/27/2023 12/27/2023 J(1) 3,394,948(3) D (7) 2,793,278 I See Footnote(10)
Common Stock 12/27/2023 12/27/2023 J(1) 2,500,000(4) D (8) 293,278 I See Footnote(10)
Common Stock 12/27/2023 12/27/2023 J(1) 293,278(5) D (9) 0 I See Footnote(10)
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
1. Name and Address of Reporting Person*
EPIQ Capital Group, LLC

(Last) (First) (Middle)
1 LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Managing Member of 10% Owner
1. Name and Address of Reporting Person*
Boeding Chad

(Last) (First) (Middle)
ONE LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
CEO of Managing Member
1. Name and Address of Reporting Person*
EPQ LLC AMT PS

(Last) (First) (Middle)
ONE LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Owner
1. Name and Address of Reporting Person*
EPQ LLC, AMTB PS

(Last) (First) (Middle)
ONE LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
owner
1. Name and Address of Reporting Person*
EPQ LLC, AMTC PS

(Last) (First) (Middle)
ONE LOMBARD STREET, SUITE 200

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
owner
Explanation of Responses:
1. On December 27, 2023, Applied Molecular Transport Inc. ("AMTI") completed the previously announced strategic combination contemplated by that certain Agreement and Plan of Merger, dated as of September 21, 2023, by and among Cyclo Therapeutics, Inc. ("Cyclo"), Cameo Merger Sub, Inc., a wholly owned subsidiary of Cyclo ("Merger Sub"), and AMTI, providing for the merger of Merger Sub with and into AMTI, with AMTI surviving the merger as a wholly-owned subsidiary of Cyclo (the "Merger"). At the Merger closing, each share of common stock of AMTI reported as disposed of on this Form 4 was automatically converted into the right to receive 0.1331 shares of common stock of Cyclo (the "Transaction Consideration"). Refer to the AMTI Form 8-K filing with the Securities and Exchange Commission dated December 27, 2023 for additional information concerning the Merger.
2. EPQ LLC, AMT PS is the direct owner of these shares.
3. EPQ LLC, AMTB PS is the direct owner of these shares.
4. EPQ LLC, AMTC PS is the direct owner of these shares.
5. Chad Boeding is the owner of these shares through a trust that he controls.
6. Upon consummation of the Merger, EPQ LLC, AMT PS received Transaction Consideration of 286,071 shares of Cyclo common stock.
7. Upon consummation of the Merger, EPQ LLC, AMTB PS received Transaction Consideration of 451,868 shares of Cyclo common stock.
8. Upon consummation of the Merger, EPQ LLC, AMTC PS received Transaction Consideration of 332,750 shares of Cyclo common stock.
9. Upon consummation of the Merger, Chad Boeding received Transaction Consideration of 39,036 shares of Cyclo common stock.
10. EPIQ Capital Group, LLC ("EPIQ") is the managing member of EPQ LLC, AMT PS, EPQ LLC, AMTB PS, and EPQ LLC, AMTC PS (the "EPQ Funds"). Chad Boeding is the Manager of EPIQ.
Remarks:
Each of EPIQ, the EPQ Funds, and Mr. Boeding disclaims beneficial ownership of the shares reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Chad Boeding 12/29/2023
** 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.