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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 | ||||||||
| Warrant (Right to Purchase Common Stock) | $ 20.4 | 05/06/2024 | J(1) | 7,014,804 | (2) | 12/20/2025 | Common Stock | 7,014,804 | (1) | 0 | D | ||||
| Warrant (Right to Purchase Common Stock) | $ 20.4 | 05/06/2024 | J(1) | 7,014,804 | (2) | 12/20/2029 | Common Stock | 7,014,804 | (1) | 7,014,804 | D | ||||
| Warrant (Right to Purchase Common Stock) | $ 21.5265 | 05/06/2024 | J(1) | 14,801,360 (4) | (2) | 12/20/2025 | Common Stock | 14,801,360 (4) | (1) | 0 | D | ||||
| Warrant (Right to Purchase Common Stock) | $ 21.5265 | 05/06/2024 | J(1) | 14,801,360 (4) | (2) | 12/20/2029 | Common Stock | 14,801,360 (4) | (1) | 14,801,360 | D | ||||
| Warrant (Right to Purchase Common Stock) | $ 12.9658 | 05/06/2024 | J(3) | 2,915,000 | (3) | 05/06/2031 | Common Stock | 2,915,000 | (3) | 2,915,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AMAZON COM INC 410 TERRY AVENUE NORTH SEATTLE, WA 98109 |
X | |||
| /s/ Mark F. Hoffman, Vice President and Secretary | 05/08/2024 | |
| **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 May 6, 2024, the expiration date of the Warrant was extended from December 20, 2025 to December 20, 2029. The extension of an existing warrant's expiration date is deemed to be a cancellation and re-issuance. |
| (2) | Shares of Common Stock subject to the Warrant, which was issued in connection with the execution of a commercial agreement, have vested and are exercisable subject to certain regulatory approvals and the terms and conditions outlined in the Warrant. |
| (3) | Shares of Common Stock subject to the Warrant, which was issued in connection with the execution of a commercial agreement, vest upon the following schedule and satisfaction of certain commercial milestones: 728,750 shares on each of May 6, 2024, May 6, 2025, May 6, 2026 and May 6, 2027. Shares of Common Stock subject to the Warrant are exercisable subject to certain regulatory approvals and the terms and conditions outlined in the Warrant. |
| (4) | This reflects the actual number of shares of Common Stock for which the Warrant can be exercised. |