Statement of Changes in Beneficial Ownership (4)
June 13 2018 - 4:08PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
DILLY STEPHEN GEORGE
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2. Issuer Name
and
Ticker or Trading Symbol
Aimmune Therapeutics, Inc.
[
AIMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
AIMMUNE THERAPEUTICS, INC., 8000 MARINA BOULEVARD, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/11/2018
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(Street)
BRISBANE, CA 94005-1884
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $0.0001 par value
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6/11/2018
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M
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29457
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A
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$3.0221
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344765
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D
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Common Stock, $0.0001 par value
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6/11/2018
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S
(1)
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29457
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D
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$30.8348
(2)
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315308
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D
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Common Stock, $0.0001 par value
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12009
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I
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By GRAT 2
(3)
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Common Stock, $0.0001 par value
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12009
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I
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By Wife's GRAT 2
(4)
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Common Stock, $0.0001 par value
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25532
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I
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By Family Trust
(5)
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Common Stock, $0.0001 par value
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41075
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I
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By Child's Trust 1
(6)
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Common Stock, $0.0001 par value
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41075
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I
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By Child's Trust 2
(7)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$3.0221
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6/11/2018
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M
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29457
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(8)
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5/18/2025
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Common Stock
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29457
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$0.00
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295942
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D
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Explanation of Responses:
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(1)
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This sale reported in the Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by Reporting Person.
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(2)
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The transaction was executed in multiple trades in prices ranging from $30.51 to $31.18, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
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(3)
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These shares are held by Stephen G. Dilly, Trustee, The Stephen G. Dilly 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Dilly Trust"). Dr. Dilly has sole voting, investment and dispositive power over the shares held by the Second Dilly Trust.
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(4)
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These shares are held by Edwina Lynette Mullens, Trustee, The Edwina Lynette Mullens 2016 Grantor Retained Annuity Trust DTD August 12, 2016 (the "Second Mullens Trust"). Ms. Mullens has sole voting, investment and dispositive power over the shares held by the Second Mullens Trust. Dr. Dilly disclaims beneficial ownership of the shares held by the Second Mullens Trust.
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(5)
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These shares are held by Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Dilly Family Trust dated October 9, 2002 (the "Family Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Family Trust.
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(6)
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These shares are held by Stephen G. Dilly and Edwina Lynette Mullens as Trustees of The Frederick S W Dilly 2015 Irrevocable Trust dated June 23, 2015 (the "Frederick S W Dilly Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Frederick S W Dilly Trust.
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(7)
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These shares are held by Edwina Lynette Mullens and Stephen G. Dilly as Trustees of The Harriet F.L. Dilly 2015 Revocable Trust dated June 23, 2015 (the "Harriet F.L. Dilly Trust"). Dr. Dilly and Ms. Mullens have joint voting, investment and dispositive power over the shares held by the Harriet F.L. Dilly Trust.
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(8)
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The option is immediately exercisable in full or in part. The shares vest pursuant to the following schedule: One forty-eighth (1/48th) of the shares subject to the option vest in 48 successive, equal monthly installments measured from May 13, 2015, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DILLY STEPHEN GEORGE
AIMMUNE THERAPEUTICS, INC.
8000 MARINA BOULEVARD, SUITE 300
BRISBANE, CA 94005-1884
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X
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President and CEO
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Signatures
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/s/ Douglas T. Sheehy, as Attorney in Fact for Stephen G. Dilly
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6/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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