Statement of Changes in Beneficial Ownership (4)
June 16 2020 - 5:02PM
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
*
Braun Donald P |
2. Issuer Name and Ticker or Trading Symbol
Celsion CORP
[
CLSN
]
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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 CELSION CORPORATION, 997 LENOX DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/15/2020 |
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(Street)
LAWRENCEVILLE, NJ 08648
(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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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 |
| Option to Purchase Celsion Corporation Common Stock | $3.66 (1) | 6/15/2020 | | A | | 4000 | | 6/15/2021 (2) | 6/15/2030 | Celsion Corporation Common Stock | 4000 | $0 | 111357 | D | |
| Option to Purchase Celsion Corporation Common Stock | $2.22 (3) | 6/15/2020 | | D | | | 50000 (3) | 5/15/2018 | 5/15/2028 | Celsion Corporation Common Stock | 50000 (3) | $0 | 61357 | D | |
| Option to Purchase Celsion Corporation Common Stock | $2.58 (3) | 6/15/2020 | | A | | 50000 | | 5/15/2020 | 5/15/2028 | Celsion Corporation Common Stock | 50000 | $0 | 111357 | D | |
| Explanation of Responses: |
| (1) | Represents the closing price of Celsion Corporation Common Stock on the date of grant. |
| (2) | The options vest as follows: 1/3 on the one year anniversary of the date of grant; 1/3 on the second year anniversary of the date of grant; and 1/3 on the third year anniversary of the date of grant. |
| (3) | The transaction reported herein reflects a one-time stock option repricing that became effective on June 15, 2020 and is being reported in this manner solely to comply with the technical reporting requirements under Section 16(a) of the Securities Exchange Act of 1934. Pursuant to the settlement agreement as filed as Exhibit 10.2 on Form 8K dated June 16, 2020, the per share exercise price of the Employee Stock Option (right to buy) has been amended to increase such per share exercise price from $2.22 to $2.58. There have been no other changes to the terms of the Employee Stock Option (right to buy). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Braun Donald P
C/O CELSION CORPORATION
997 LENOX DRIVE, SUITE 100
LAWRENCEVILLE, NJ 08648 | X |
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Signatures
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| /s/ Timothy J Tumminello | | 6/16/2020 |
| **Signature of Reporting Person | Date |
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