SEC Form 4 filed by Neal James R
$SNCA
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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/27/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Stock Option (Right to Buy) | $27.59 | 04/27/2021 | A | 849 | (1) | 11/10/2027 | Common Stock | 849 | (2) | 849 | D | ||||
| Stock Option (Right to Buy) | $53.33 | 04/27/2021 | A | 3,398 | (3) | 04/05/2028 | Common Stock | 3,398 | (4) | 3,398 | D | ||||
| Stock Option (Right to Buy) | $53.33 | 04/27/2021 | A | 1,359 | (5) | 07/24/2028 | Common Stock | 1,359 | (6) | 1,359 | D | ||||
| Stock Option (Right to Buy) | $41.2 | 04/27/2021 | A | 5,091 | (7) | 04/25/2029 | Common Stock | 5,091 | (8) | 5,091 | D | ||||
| Stock Option (Right to Buy) | $41.2 | 04/27/2021 | A | 1,298 | (9) | 06/19/2029 | Common Stock | 1,298 | (10) | 1,298 | D | ||||
| Stock Option (Right to Buy) | $26.85 | 04/27/2021 | A | 4,406 | (11) | 07/10/2030 | Common Stock | 4,406 | (12) | 4,406 | D | ||||
| Explanation of Responses: |
| 1. The stock option vested in four equal quarterly installments from the vesting commencement date. |
| 2. Received in exchange for a stock option to acquire 31,250 shares of common stock of Leading BioSciences, Inc. ("LBS") for $0.75 per share, pursuant to the Agreement and Plan of Merger, dated December 16, 2020, among Seneca Biopharma Inc., Townsgate Acquisition Sub 1, Inc. and LBS (the "Merger"). Per the terms of the Merger, each share of LBS's common stock was converted into the right to receive 0.02719 shares of Seneca's common stock. In the Merger, the name of the Issuer was changed from Seneca Biopharma, Inc. to Palisade Bio, Inc. |
| 3. The stock option vested according to the following schedule: 25% of the shares underlying the option vested on the grant date and the remaining 75% vested in three equal quarterly installments thereafter beginning on June 30, 2018. |
| 4. Received in the Merger in exchange for a stock option to acquire 125,000 shares of LBS common stock for $1.45 per share. |
| 5. The stock option vested according to the following schedule: 50% of the shares underlying the option vested on the grant date and the remaining 50% vested in two equal quarterly installments thereafter beginning on September 30, 2018. |
| 6. Received in the Merger in exchange for a stock option to acquire 50,000 shares of LBS common stock for $1.45 per share. |
| 7. The stock option vested according to the following schedule: 25% of the shares underlying the option vested on the grant date and the remaining 75% vested in three equal quarterly installments thereafter beginning on June 30, 2019. |
| 8. Received in the Merger in exchange for a stock option to acquire 187,250 shares of LBS common stock for $1.12 per share. |
| 9. The stock option is fully vested. |
| 10. Received in the Merger in exchange for a stock option to acquire 47,758 shares of LBS common stock for $1.12 per share. |
| 11. The stock option vests according to the following schedule: 25% of the shares underlying the option vests on the grant date and the remaining 75% vested in three equal quarterly installments thereafter beginning on September 30, 2020. |
| 12. Received in the Merger in exchange for a stock option to acquire 162,069 shares of LBS common stock for $0.73 per share. |
| Remarks: |
| /s/ JD Finley, Attorney-in-Fact for James R. Neal | 04/29/2021 | |
| ** 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. | ||