Statement of Changes in Beneficial Ownership (4)
September 28 2020 - 8:31AM
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
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Manzo Louis |
2. Issuer Name and Ticker or Trading Symbol
CAPRICOR THERAPEUTICS, INC.
[
CAPR
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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)
C/O CAPRICOR THERAPEUTICS, INC., 8840 WILSHIRE BLVD., 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/24/2020 |
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(Street)
BEVERLY HILLS, CA 90211
(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 | 9/24/2020 (1) | | M | | 8299 | A | $3.70 | 44603 | D | |
| Common Stock | | | | | | | | 63815 | I (2) | By Coniston Corporation |
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) | $3.70 (3) | 9/24/2020 | | M | | | 8299 | (4) | 9/25/2020 | Common Stock | 8299 (3) | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | On September 24, 2020, the Reporting Person exercised stock options for 8,299 shares of Common Stock. The exercise price of $3.70 per share and the exercise was subject to the terms and conditions of a Stock Option Award which was granted on September 25, 2010 under the Issuer's 2006 Stock Option Plan. |
| (2) | 63,815 shares of common stock of the Issuer are beneficially owned by Coniston Corporation. The equity securities of Coniston Corporation are held by the Reporting Person and irrevocable trusts for the benefit of the children of the Reporting Person of which the Reporting Person is not the trustee. The Reporting Person has sole voting power over Coniston Corporation and therefore may be deemed to have sole voting and dispositive power with respect to all securities of the Issuer beneficially owned by Coniston Corporation. |
| (3) | This option was previously reported as covering 82,994 shares at an exercise price of $0.37 per share, but was adjusted to reflect a 1-for-10 reverse stock split that occurred on June 4, 2019. |
| (4) | 4,409 of the shares of common stock subject to this option vested immediately. 778 of the shares of common stock subject to this option vested on each of October 31, 2010, January 31, 2011, April 30, 2011, July 31, 2011, and October 31, 2011. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Manzo Louis
C/O CAPRICOR THERAPEUTICS, INC.
8840 WILSHIRE BLVD., 2ND FLOOR
BEVERLY HILLS, CA 90211 | X |
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Signatures
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| /s/ Linda Marban, as Attorney-in-Fact | | 9/28/2020 |
| **Signature of Reporting Person | Date |
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