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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cross Shawn C/O APPLIED MOLECULAR TRANSPORT INC. 450 EAST JAMIE COURT SOUTH SAN FRANCISCO, CA 94080 |
X | CEO & Chair of the Board | ||
| /s/ Brandon Hants Attorney-in-fact for Shawn Cross | 10/02/2023 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported shares are represented by restricted stock units, or RSUs. 443,055 RSUs vested upon signing of the Agreement and Plan of Merger dated as of September 21, 2023, among Cyclo Therapeutics, Inc., a Nevada corporation, Cameo Merger Sub, Inc., a Delaware corporation and the Issuer (the "Merger Agreement"). The remaining 443,056 RSUs vest as to 50% on the date that is five trading days following the filing of the proxy/prospectus relating to stockholder approval of the merger contemplated by the Merger Agreement (the "Form S-4") and 50% on the date the Form S-4 is declared effective by the SEC. |
| (2) | Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of RSUs. This sale satisfies the minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person. |
| (3) | A portion of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. |