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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 | ||||||||
| Stock Option (Right to buy) | $ 2.96 | 12/27/2023 | A | 88,910 | 12/27/2023(2) | 12/27/2024 | Common Stock | 88,910 | $ 0 (1) | 89,910 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cross Shawn C/O CYCLO THERAPEUTICS, INC. 6714 NW 16 ST., SUITE B GAINESVILLE, FL 32653 |
X | |||
| /s/ Shawn Cross | 12/28/2023 | |
| **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) | On September 21, 2023, Cyclo Therapeutics, Inc. ("Cyclo"), Cameo Merger Sub, Inc. ("Merger Sub"), and Applied Molecular Transport, Inc. ("AMTI") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into AMTI, with AMTI continuing as a wholly owned subsidiary of Cyclo and the surviving corporation of the merger (the "Merger"). Upon the effective time of the Merger on December 27, 2023, the Reporting Person received shares of Cyclo common stock in exchange for shares of AMTI common stock and options to acquire shares of Cyclo common stock in exchange for options to acquire shares of AMTI common stock, each based on the exchange ratio determined by the Merger Agreement. All AMTI restricted stock units held by the Reporting Person were fully settled prior to the effective time of the Merger. |
| (2) | The options were fully vested upon the closing of the Merger Agreement. |