Statement of Changes in Beneficial Ownership (4)
January 28 2021 - 1:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Innoviva, Inc. |
2. Issuer Name and Ticker or Trading Symbol
Armata Pharmaceuticals, Inc.
[
ARMP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
1350 OLD BAYSHORE HIGHWAY SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/26/2021 |
(Street)
BURLINGAME, CA 94010
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 Stock (1)(2) | 1/26/2021 | | P | | 1867912 | A | $3.25 | 1867912 | I | See Footnotes (1)(2) |
Common Stock | | | | | | | | 8710800 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Warrants to Purchase Common Stock (1)(2) | $3.25 | 1/26/2021 | | P | | 1867912 | | 1/26/2021 | 1/26/2026 | Common Stock | 1867912 | $3.25 | 1867912 | I | See Footnotes (1)(2) |
Warrants to Purchase Common Stock | $2.87 | | | | | | | (3) | (3) | Common Stock | (3) | | 8710800 | D (3) | |
Explanation of Responses: |
(1) | On January 26, 2021, Innoviva Strategic Opportunities LLC ("Innoviva Sub"), a Delaware limited liability company and a wholly-owned subsidiary of Innoviva, Inc. ("Innoviva" and, together with Innoviva Sub, the "Reporting Persons"), entered into that certain Securities Purchase Agreement (the "Purchase Agreement") with Armata Pharmaceuticals, Inc., a Washington corporation (the "Issuer") and acquired 1,867,912 newly issued shares of common stock, $0.01 par value per share, of the Issuer ("Common Stock") and warrants ("Warrants") to purchase 1,867,912 shares of Common Stock, with an exercise price per share of $3.25. In addition, pursuant to transactions occurring in 2020, Innoviva is the direct beneficial owner of 8,710,800 shares of Common Stock and 8,710,800 warrants to purchase Common Stock with an exercise price of $2.87. |
(2) | In 2020, Innoviva designated Odysseas Kostas, M.D. and Sarah Schlesinger, M.D., two of the members of the board of directors of Innoviva, to serve on the board of directors of the Issuer. As such, solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any shares of Common Stock, including any shares of Common Stock underlying the Warrants, as a result of or in connection with the transactions reported in this Form 4. |
(3) | See Statement Of Changes In Beneficial Ownership on Form 4 filed with the Securities Exchange Commission on March 31, 2020. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Innoviva, Inc. 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME, CA 94010 | X | X |
|
|
Innoviva Strategic Opportunities LLC 1350 OLD BAYSHORE HIGHWAY SUITE 400 BURLINGAME, CA 94010 | X | X |
|
|
Signatures
|
INNOVIVA, INC., By: /s/ Pavel Raifeld, Name: Pavel Raifeld, Title: Authorized Person | | 1/28/2021 |
**Signature of Reporting Person | Date |
INNOVIVA STRATEGIC OPPORTUNITIES LLC, By INNOVIVA, INC. (ITS MANAGING MEMBER), By: /s/ Pavel Raifeld, Name: Pavel Raifeld, Title: Authorized Person | | 1/28/2021 |
**Signature of Reporting Person | Date |
Armata Pharmaceuticals (AMEX:ARMP)
Historical Stock Chart
From Apr 2024 to May 2024
Armata Pharmaceuticals (AMEX:ARMP)
Historical Stock Chart
From May 2023 to May 2024