SEC Form 4: Walker Paul Edward returned 5,736,363 shares to the company
$TRIL
Major Pharmaceuticals
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
Trillium Therapeutics Inc. [ TRIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Shares | 11/17/2021 | D | 5,736,363 | D | $0.00(1) | 0 | I | See Note 2(2) | ||
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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 | ||||||||
| Warrant to Purchase Common Shares | $0.96 | 11/17/2021 | D | 850,000 | (3) | 02/28/2024 | Common Shares | 850,000 | $0.00 | 0 | I | See Note 2 | |||
| Series II Non-Voting Convertible First Preferred Shares | $0.00 | 11/17/2021 | D | 6,750,000 | (1) | (1) | Common Shares | 6,750,000 | $0.00 | 0 | I | See Note 2 | |||
| Warrant to Purchase Series II Preferred Shares | $0.96 | 11/17/2021 | D | 5,400,000 | (3) | 02/28/2024 | Series II Non-Voting Convertible First Preferred Shares | 5,400,000 | $0.00 | 0 | I | See Note 2 | |||
| Stock Option (Right to Buy) | $12.03 | 11/17/2021 | D | 40,000 | (4) | 12/23/2030 | Common Shares | 40,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. On November 17, 2021, PF Argentum Acquisition ULC, an indirect wholly owned subsidiary of Pfizer, Inc. (the "Purchaser") acquired all of the outstanding common shares of Trillium Therapeutics Inc. (the "Issuer") under a plan of arrangement pursuant to the Canada Business Corporations Act (British Columbia) (the "Plan of Arrangement"), whereby the Issuer became a wholly owned subsidiary of the Purchaser. At the Effective Time (the "Effective Time") of the Plan of Arrangement, all common shares and preferred shares (collectively, "Shares") of the Issuer that were issued and outstanding immediately prior to the Effective Time were converted into the right to receive $18.50 per share in cash (the "Consideration"). |
| 2. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"). NEA 16 is the sole member of Growth Equity Opportunities Fund V, LLC ("GEO V"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by GEO V in which the Reporting Person has no pecuniary interest. |
| 3. At the Effective Time, each warrant to purchase Shares (a "Warrant") outstanding immediately prior to the Effective Time was transferred to the Issuer for, at the holder's election: (x) a cash payment equal to the amount by which the Consideration exceeded the per share exercise price such Warrant, or (y) a cash payment equal to the amount by which the Black-Scholes value of such exceeded the per share exercise price of such Warrant. |
| 4. At the Effective Time, each option to purchase Shares (an "Option") outstanding immediately prior to the Effective Time was deemed to be assigned and transferred to the Issuer in exchange for a cash payment equal to the amount by which the Consideration exceeded the per share exercise price of such Option. |
| Remarks: |
| /s/ Sasha Keough, attorney-in-fact | 11/19/2021 | |
| ** 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. | ||