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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 | $ 13.63 | 03/04/2024 | D | 9,986 | (1) | 07/22/2029 | Common Stock | 9,986 | (1) | 0 | D | ||||
| Stock Option | $ 13.63 | 03/04/2024 | D | 19,973 | (1) | 07/22/2029 | Common Stock | 19,973 | (1) | 0 | D | ||||
| Stock Option | $ 12.3 | 03/04/2024 | D | 15,000 | (1) | 07/02/2030 | Common Stock | 15,000 | (1) | 0 | D | ||||
| Stock Option | $ 12.3 | 03/04/2024 | D | 30,000 | (1) | 07/02/2030 | Common Stock | 30,000 | (1) | 0 | D | ||||
| Stock Option | $ 17 | 03/04/2024 | D | 120,000 | (1) | 10/22/2030 | Common Stock | 120,000 | (1) | 0 | D | ||||
| Stock Option | $ 15.44 | 03/04/2024 | D | 90,000 | (1) | 04/15/2031 | Common Stock | 90,000 | (1) | 0 | D | ||||
| Stock Option | $ 14.77 | 03/04/2024 | D | 10,000 | (1) | 06/10/2031 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Stock Option | $ 10.88 | 03/04/2024 | D | 75,000 | (1) | 03/10/2032 | Common Stock | 75,000 | (1) | 0 | D | ||||
| Stock Option | $ 3.4 | 03/04/2024 | D | 10,000 | (1) | 06/15/2032 | Common Stock | 10,000 | (1) | 0 | D | ||||
| Stock Option | $ 1.72 | 03/04/2024 | A | 379,959 | (1) | (1) | Common Stock | 379,959 | (1) | 379,959 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Nash Duane 1200 AVENUE OF THE AMERICAS, SUITE 200 NEW YORK, NY 10036 |
X | Executive Chairman | ||
| /s/ Duane Nash | 03/06/2024 | |
| **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 March 4, 2024, the stockholders of Immunic, Inc. approved a proposal to reduce the exercise price of all employee stock options having an exercise price above $3.00 per share (the "Eligible Options") to the greater of $1.72 and 110% of the closing price on a future repricing date to be set by the Board of Directors. The Board of Directors then determined that the exercise price of all Eligible Options will be repriced to $1.72 per share, which is greater than 110% of the closing price of the Common Stock on March 4, 2024, the repricing date set by the Board of Directors. Accordingly, this Form 4 reflects the cancellation of each Eligible Option and the reissuance of all Eligible Options at an exercise price of $1.72 per share. Following the repricing, each Eligible Option retains its respective original vesting schedule and expiration date. |