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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 Options (6) | (3) | 03/02/2015 | 11/05/2017 | Common Stock | 2,650,108 | 2,650,108 | D | ||||||||
Stock Options (6) | (3) | 01/16/2017 | J(2) | 197,357 | 03/02/2015 | 11/05/2017 | Common Stock | 197,357 | (2) | 2,452,751 | D | ||||
Stock Options (6) | $ 0.1454 | 11/17/2017 | X | 2,452,751 | 03/02/2015 | 11/05/2017 | Common Stock | 2,452,751 | (4) | 0 | D | ||||
Stock Options (6) | $ 0.53 | 06/18/2015 | A | 250,000 | 06/18/2015 | 06/18/2020 | Common Stock | 250,000 | $ 0.53 | 250,000 | D | ||||
Stock Options (6) | $ 0.4 | 12/09/2016 | A | 500,000 | (5) | 12/09/2026 | Common Stock | 500,000 | $ 0.4 | 750,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bultot Hugues AVENUE DE L'HORIZON 24 WOLUWE SAINT PIERRE, C9 1150 |
X |
/s/ Hugues Bultot | 12/06/2017 | |
**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) | As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares of common stock of Orgenesis Inc. (the "Issuer") received by Mr. Hugues Bultot as consideration for the purchase of Masthercell SA by the Issuer was reduced by 376,115 shares. |
(2) | Under a private agreement Mr. Hugues Bultot had an option to purchase 2,650,108 shares of common stock of the Issuer from the Universite Libre de Bruxelles. As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares purchasable under the option was reduced by 197,357 shares. |
(3) | The price per share was to be calculated on the basis of the total price for all shares taking into account the following formula: Total price for all shares = 750,000 EUR * (1 + 12.5%)N whereby N = the number of years after October 14, 2011, it being understood that in case the option is exercised before November 5, 2015 this number of years is increased by one. |
(4) | On November 17, 2017, Mr. Bultot exercised the option to purchase 2,452,751 shares at an exercise price of $0.1454 per share from the Universite Libre de Bruxelles. |
(5) | Vest quarterly over two years. |
(6) | The information in this Form 4 does not reflect a reverse stock split of the Issuer's common stock at a ratio of 1-for-12, effective as of November 13, 2017. |