Statement of Changes in Beneficial Ownership (4)
January 06 2021 - 8:10AM
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
*
Wolf Jeffrey Alan |
2. Issuer Name and Ticker or Trading Symbol
HEAT BIOLOGICS, INC.
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HTBX
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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)
Chief Executive Officer |
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(Last)
(First)
(Middle)
C/O HEAT BIOLOGICS, INC., 627 DAVIS DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/4/2021 |
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(Street)
MORRISVILLE, NC 27560
(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 | 1/4/2021 | | A | | 288100 (1) | A | $0 | 766484 (2)(6) | D (2) | |
| Common Stock | | | | | | | | 11025 (6) | I | See Footnotes (2)(3) |
| Common Stock | | | | | | | | 10231 (6) | I | See Footnotes (2)(4) |
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 options | $5.67 | 1/4/2021 | | A | | 147980 | | 1/4/2023 (5) | 1/3/2031 | Common Stock | 147980 | $0 | 147980 | D | |
| Explanation of Responses: |
| (1) | The restricted shares of Heat Biologics, Inc. (the "Company") common stock, par value $0.0002 per share (the "Common Stock"), vest as follows: 1/2 vest immediately and the remaining 1/2 vest and are no longer subject to forfeiture on the one year anniversary of the date of grant, subject to the reporting person's continued service to the Company. |
| (2) | Does not include 26,468 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by the Trust, Orion (as defined below), and Seed-One (as defined below), except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities. |
| (3) | Held by Orion Holdings V, LLC ("Orion"). Mr. Wolf is managing member of Orion. |
| (4) | Held by Seed-One Holdings VI, LLC ("Seed-One"). Mr. Wolf is managing member of Seed-One. |
| (5) | The stock options to purchase 147,980 shares of Common Stock vest on the two year anniversary of the date of grant, subject to the reporting person's continued service to the Company. |
| (6) | Reflects a one for seven reverse stock split effected on December 11, 2020. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Wolf Jeffrey Alan
C/O HEAT BIOLOGICS, INC.
627 DAVIS DRIVE
MORRISVILLE, NC 27560 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Jeffrey Alan Wolf | | 1/6/2021 |
| **Signature of Reporting Person | Date |
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