Chief Scientific Officer Humeau Laurent converted options into 8,865 shares and covered exercise/tax liability with 3,643 shares, increasing direct ownership by 21% to 29,559 units (SEC Form 4)
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [ INO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/26/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/26/2025 | M | 3,855 | A | (1) | 28,192 | D | |||
Common Stock | 02/26/2025 | F | 1,584(2) | D | $1.98 | 26,608 | D | |||
Common Stock | 02/26/2025 | M | 5,010 | A | (3) | 31,618 | D | |||
Common Stock | 02/26/2025 | F | 2,059(4) | D | $1.98 | 29,559 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (1) | 02/26/2025 | M | 3,855 | (1) | (1) | Common Stock | 3,855 | $0 | 0 | D | ||||
Restricted Stock Unit | (3) | 02/26/2025 | M | 5,010 | (3) | (3) | Common Stock | 5,010 | $0 | 10,019 | D | ||||
Common Stock Option | $1.94 | 02/27/2025 | A | 27,402 | 02/27/2025(5) | 02/27/2035 | Common Stock | 27,402 | $0 | 27,402 | D | ||||
Restricted Stock Unit | (6) | 02/27/2025 | A | 22,098 | (6) | (6) | Common Stock | 22,098 | $0 | 22,098 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 11,566 restricted stock units granted on February 26, 2022 was as follows: 3,855 shares vested on February 26, 2023; 3,856 shares vested on February 26, 2024; and 3,855 shares vested on February 26, 2025. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. |
2. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (1) herein. |
3. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 15,029 restricted stock units granted on February 28, 2024 is as follows: 5,010 shares vested on February 26, 2025; 5,010 shares will vest on February 26, 2026; and 5,009 shares will vest on February 26, 2027. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. |
4. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (3) herein. |
5. The vesting schedule for the 27,402 options is as follows: 13,701 shares vested on February 27, 2025 and 13,701 shares will vest on February 26, 2026. |
6. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 22,098 restricted stock units granted on February 27, 2025 is as follows: 7,366 shares will vest on February 26, 2026; 7,366 shares will vest on February 26, 2027; and 7,366 shares will vest on February 26, 2028. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both. |
Remarks: |
/s/ Laurent Humeau | 02/28/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |