| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/18/2023 |
3. Issuer Name and Ticker or Trading Symbol
enVVeno Medical Corp [ NVNO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | (1) | 11/30/2032 | Common Stock | 100,000 | 6.7 | D | |
| Stock Options | (2) | 11/30/2031 | Common Stock | 125,925 | 6.7 | D | |
| Stock Options | (3) | 02/18/2031 | Common Stock | 320,000 | 8.2 | D | |
| Stock Options | (4) | 07/18/2030 | Common Stock | 8,000 | 10 | D | |
| Restricted Stock Unit | (5) | 11/30/2031 | Common Stock | 50,000 | (5) | D | |
| Explanation of Responses: |
| 1. The common stock options were issued to the Reporting Person on November 30, 2022 pursuant to the issuer's Amended and Restated 2016 Omnibus Incentive Plan, as amended (the "Plan"). The award is subject to time-based vesting and will vest in equal quarterly installments on the last day of each fiscal quarter during the three calendar years through 2025. |
| 2. The common stock options were issued to the Reporting Person on November 30, 2021 pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly installments on the last day of each fiscal quarter during the three calendar years through 2024. |
| 3. The common stock options were issued to the Reporting Person on February 18, 2021 pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly installments on the last day of each fiscal quarter during the three calendar years through March 2024. |
| 4. The common stock options were issued to the Reporting Person on July 18, 2020 pursuant to the Plan. The award is subject to time-based vesting and will vest in equal quarterly installments on the last day of each fiscal quarter during the three calendar years through September 2023. |
| 5. The Reporting Person was granted 50,000 restricted stock units on November 30, 2021 pursuant to the Plan. The restricted stock units are subject to milestone-based vesting as follows: (i) 50% upon SAVVE (Surgical Anti-reflux Venous Valve Endoprosthesis) endpoints being achieved, and (ii) 50% upon the Pre-Market Approval of the VenoValve. |
| /s/ Hamed Alavi | 01/31/2023 | |
| ** 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 5 (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. | ||