Statement of Changes in Beneficial Ownership (4)
December 10 2021 - 4:31PM
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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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
*
Rothbard Jonathan B. |
2. Issuer Name and Ticker or Trading Symbol
180 Life Sciences Corp.
[
ATNF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer |
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(Last)
(First)
(Middle)
3000 EL CAMINO REAL, BLDG. 4, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/8/2021 |
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(Street)
PALO ALTO, CA 94306
(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 | | | | | | | | 560449 | D | |
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 |
| Stock Option (Right to Buy) | $3.95 | 12/8/2021 | | A (1) | | 300000 | | (2) | 12/8/2031 | Common Stock | 300000 | $0.00 | 300000 | D | |
| Explanation of Responses: |
| (1) | The Stock Options were granted to the Reporting Person pursuant to the Issuer's 2020 Omnibus Incentive Plan in consideration for services to be rendered as Chief Scientific Officer. Exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3. |
| (2) | The options vest at the rate of 1/3rd of such options at the date of grant with the remaining options vesting at the rate of 24 equal monthly installments, beginning on the last day of December 31, 2021, and continuing on the last day of each calendar month thereafter, subject to the Reporting Person's continued service to the Company on such vesting dates. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Rothbard Jonathan B.
3000 EL CAMINO REAL, BLDG. 4, SUITE 200
PALO ALTO, CA 94306 |
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| Chief Scientific Officer |
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Signatures
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| /s/ Jonathan B. Rothbard, Ph.D. | | 12/10/2021 |
| **Signature of Reporting Person | Date |
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