SEC Form SC 13G/A filed by Panbela Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
| Panbela Therapeutics, Inc. | ||
| (Name of Issuer) | ||
| Common Stock, $0.001 par value per share | ||
| (Title of Class of Securities) | ||
| 69833Q100 | ||
| (CUSIP Number) | ||
| December 31, 2021 | ||
| (Date of Event Which Requires Filing of this Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 69833Q100 | 13G |
| 1 | names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). | |||
|
Michael T. Cullen
| ||||
| 2 | check the appropriate box if a member of a group* | (a) ☐ (b) ☐ | ||
| 3 | sec use only | |||
| 4 | citizenship or place of organization | |||
| USA | ||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | sole voting power | ||
| 873,318(1) | ||||
| 6 | shared voting power | |||
| 0 | ||||
| 7 | sole dispositive power | |||
| 873,318(1) | ||||
| 8 | shared dispositive power | |||
| 0 | ||||
| 9 | aggregate amount beneficially owned by each reporting person | |||
| 873,318 SHARES(1) | ||||
| 10 | check if the aggregate amount in row (9) excludes certain shares* | ☐ | ||
| 11 | percent of class represented by amount in row (9) | |||
| 6.3% | ||||
| 12 | type of reporting person* | |||
| IN | ||||
| (1) ) Includes options to purchase 405,510 shares of common stock and warrants to purchase 47,500 shares of common stock. | ||||
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| Item 1. | ||
| (a) | Name of Issuer | |
| Panbela Therapeutics, Inc. | ||
| (b) | Address of Issuer’s Principal Executive Offices | |
| 712 Vista Blvd., #305 | ||
| Waconia, MN 55387 |
| Item 2. | ||
| (a) | Name of Person Filing | |
| Michael T. Cullen | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| 712 Vista Blvd., #305 | ||
| Waconia, MN 55387 | ||
| (c) | Citizenship | |
| USA | ||
| (d) | Title of Class of Securities | |
| Common Stock | ||
| (e) | CUSIP Number | |
| 69833Q100 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act. | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act. | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act. | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940. | |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. | |
| (j) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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| Item 4. | Ownership | ||||
| (a) | Amount Beneficially Owned | ||||
| 873,318 Shares | |||||
| (b) | Percent of Class | ||||
| 6.3% | |||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or to direct the vote | ||||
| 873,318 | |||||
| (ii) | Shared power to vote or to direct the vote | ||||
| 0 | |||||
| (iii) | Sole power to dispose or to direct the disposition of | ||||
| 873,318 | |||||
| (iv) | Shared power to dispose or to direct the disposition of | ||||
| 0 | |||||
| Item 5. | Ownership of Five Percent or Less of a Class: | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |
| Not Applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the | |
| Security Being Reported on by the Parent Holding Company or Control Person: | ||
| Not Applicable. | ||
| Item 8. | Identification and Classification of Members of the Group: | |
| Not Applicable. | ||
| Item 9. | Notice of Dissolution of Group: | |
| Not Applicable. | ||
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Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2022 | |||
| Date | |||
| /s/ Michael T. Cullen | |||
| Signature | |||
| Michael T. Cullen | |||
| Name/Title | |||
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