Executive Chairperson Ji Henry exercised 6,000 shares at a strike of $1.41, increasing direct ownership by 2% to 311,273 units (SEC Form 4)
$SCLX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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
Scilex Holding Co [ SCLX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2024 | ||||||||||||||||||||||||||
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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 | 06/18/2024 | M(1) | 6,000 | A | $1.41 | 311,273 | D | |||
| Common Stock | 50,070 | I | By BioVintage, Inc. | |||||||
| Common Stock | 2,749 | I | By BioVintage, Inc.(2)(3) | |||||||
| Common Stock | 292,264 | I | See Footnote(4) | |||||||
| Common Stock | 5,640 | I | By Spouse | |||||||
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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 | ||||||||
| Nonstatutory Stock Option (right to buy) | $1.41 | 06/18/2024 | M | 6,000 | (1) | 10/04/2033 | Common Stock | 6,000 | $0.00 | 194,000 | D | ||||
| Explanation of Responses: |
| 1. 1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date. |
| 2. On December 30, 2022, the Board of Directors of Sorrento Therapeutics, Inc. ("Sorrento") declared a stock dividend (the "Dividend") to all holders of record of its common stock as of the close of business on January 9, 2023, of 0.1410127 of a share of Common Stock for each one share of common stock, par value $0.0001 per share, of Sorrento ("Sorrento Common Stock"). The Reporting Person wrote a put option in Sorrento Common Stock on August 26, 2022 (the "Put Option"), which was adjusted as a result of the Stock Dividend to relate to an aggregate of 19,500 shares of Sorrento Common Stock and 2,749 shares of Common Stock and to reflect a corresponding change to the exercise price of the Put Option to $0.80268 per share of Sorrento Common Stock and $8.6002 per share of Common Stock. |
| 3. (Continued from footnote 2) The Put Option settled on March 17, 2023 and resulted in the Reporting Person becoming entitled to receive 2,749 shares of Common Stock at a price of $8.6002 per share of Common Stock, upon the expiration of the lock-up on such shares which is currently set to expire on September 30, 2024. |
| 4. Shares are held in family trusts of which the Reporting Person is a co-trustee with his spouse. |
| /s/ Jaisim Shah, as Attorney-in-Fact | 06/18/2024 | |
| ** 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. | ||