Riggs Rory B converted options into 1,500,000 shares and acquired 1,505,967 units of Class B Common Stock, increasing direct ownership by 128% to 3,103,788 units (SEC Form 4)
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Agricultural Chemicals
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| 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
Cibus, Inc. [ CBUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2023 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 2,916 | I | See footnote(1) | |||||||
| Class A Common Stock | 15,791 | I | By spouse | |||||||
| Class B Common Stock | 20,891 | I | See footnote(1) | |||||||
| Class B Common Stock | 12/29/2023 | J(2)(3) | 1,505,967 | A | $0.00 | 2,867,193 | D | |||
| Class B Common Stock | 12/29/2023 | C(4) | 1,500,000 | D | $0.00(4) | 1,367,193(5) | D | |||
| Class A Common Stock | 12/29/2023 | C(4) | 1,500,000 | A | $0.00(4) | 3,103,788(6) | D | |||
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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 | ||||||||
| Cibus Common Units | (7) | (7) | (7) | Class A Common Stock | 20,891 | 20,891 | I | See footnote(1) | |||||||
| Cibus Common Units | (7) | 12/29/2023 | J(2)(3) | 1,505,967 | (7) | (7) | Class A Common Stock | 1,505,967 | (7) | 2,867,193 | D | ||||
| Cibus Common Units | (7) | 12/29/2023 | C(4) | 1,500,000(4) | (7) | (7) | Class A Common Stock | 1,500,000 | $0.00(4) | 1,367,193(8) | D | ||||
| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock"), of Cibus, Inc. (the "Issuer") held by the Rory Riggs Family Trust, for which the reporting person is trustee and has sole voting and dispositive power with respect to the shares held by the trust. |
| 2. Each share of the Issuer's Class B Common Stock, par value $0.0001 (the "Class B Common Stock") is paired with a common unit (the "Common Units") of Cibus Global, LLC ("Cibus Global"), which collectively comprise an "Up-C Unit." The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Exchange Agreement (the "Exchange Agreement"), dated May 31, 2023, by and among the Issuer, Cibus Global, and the holders of Up-C Units. On December 29, 2023, New Ventures Agtech Solutions, LLC ("New Ventures") completed a distribution to the Reporting Person of 1,505,967 Up-C Units (the "Distribution"). Such Up-C Units were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of New Ventures and the other investors in New Ventures. |
| 3. (Continued from Footnote 2) Simultaneously with the Distribution, the Reporting Person exchanged 1,500,000 shares of such Up-C Units for 1,500,000 shares of Class A Common Stock (the "Reporting Person Exchange") in accordance with the Exchange Agreement, Accordingly, although the Reporting Person's aggregate beneficial ownership has not changed, this Form reports the change in the Reporting Person's beneficial ownership both in name and form. |
| 4. Reflects the Reporting Person Exchange, which resulted solely in a change in the form of the Reporting Person's aggregate beneficial ownership. |
| 5. Includes 1,361,226 shares of Class B Common Stock, as part of Up-C Units, previously reported by the Reporting Person and 5,967 shares of Class B Common Stock, as part of the Up-C Units received in the Distribution and not exchanged in the Reporting Person Exchange. |
| 6. Includes 1,603,788 shares of Class A Common Stock previously reported by the Reporting Person and 1,500,000 shares of Class A Common Stock received pursuant to the Reporting Person Exchange. |
| 7. Each Common Unit is part of an Up-C Unit, together with a share of Class B Common Stock, with each Up-C Unit exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Exchange Agreement. |
| 8. Includes 1,361,226 Common Units, as part of Up-C Units, previously reported by the Reporting Person and 5,967 Common Units, as part of the Up-C Units received in the Distribution and not exchanged in the Reporting Person Exchange. |
| Remarks: |
| /s/ Rory Riggs | 01/03/2024 | |
| ** 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. | ||