Statement of Changes in Beneficial Ownership (4)
April 02 2020 - 9:22AM
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
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3235-0287
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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
*
Kagimoto Tadahisa |
2. Issuer Name and Ticker or Trading Symbol
ATHERSYS, INC / NEW
[
ATHX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3201 CARNEGIE AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2018 |
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(Street)
CLEVELAND, OH 44115-2634
(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 | 3/13/2018 | | J(1) | | 12000000 | A | $1.76 | 12000000 | I | Healios |
| Common Stock | 4/2/2020 | | J(2) | | 4000000 | A | $1.76 | 16000000 | I | Healios |
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) | 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 |
| Warrant (right to purchase) | (3) | 4/2/2020 | | J (2) | | 4000000 | | 6/6/2018 | 9/1/2020 | Common Stock | 4000000 | (3) | 0 | I | Healios |
| Explanation of Responses: |
| (1) | Represents 12,000,000 shares of Common Stock. See "Remarks". |
| (2) | Represents tranche of the Warrant providing the right to purchase up to 4,000,000 shares of Common Stock. See "Remarks". |
| (3) | Greater of $1.76 and 110% of the average closing price per share of Common Stock for the 10 trading days immediately preceding (but not including) the date the Warrant is exercised. |
Remarks:
For further information regarding HEALIOS K.K.'s ("Healios") beneficial ownership of securities, please refer to Healios's Statement on Schedule 13D, as initially filed on March 23, 2018, which may be amended from time to time (the "Healios Filing"). Information contained in the Healios Filing is incorporated herein by reference. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kagimoto Tadahisa
3201 CARNEGIE AVENUE
CLEVELAND, OH 44115-2634 | X |
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Signatures
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| /s/ Hardy TS Kagimoto | | 4/2/2020 |
| **Signature of Reporting Person | Date |
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