Statement of Changes in Beneficial Ownership (4)
December 17 2020 - 4:39PM
Edgar (US Regulatory)
FORM 4
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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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Gad Thomas |
2. Issuer Name and Ticker or Trading Symbol
Y-mAbs Therapeutics, Inc.
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YMAB
]
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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) See Remarks |
(Last)
(First)
(Middle)
C/O Y-MABS THERAPEUTICS, INC., 230 PARK AVENUE, 33RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/16/2020 |
(Street)
NEW YORK, NY 10169
(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 | 12/16/2020 | | M | | 7000 (1) | A | $2.00 | 7000 | D | |
Common Stock | 12/16/2020 | | S | | 7000 (2) | D | $53.0093 (3) | 0 | D | |
Common Stock | | | | | | | | 618000 | I | By GAD Enterprises LLC (4) |
Common Stock | | | | | | | | 1030356 | I | By WG Biotech ApS (5) |
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 |
Employee Stock Option (right to buy) | $2.00 | 12/16/2020 | | M | | | 7000 | (6) | 6/10/2025 | Common Stock | 7000 | $0 | 343000 | D | |
Explanation of Responses: |
(1) | Represents options exercised pursuant to a rule 10b5-1 trading plan adopted by the reporting person on November 12, 2020 |
(2) | Represents shares sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 12, 2020. |
(3) | This transaction was executed in multiple trades at prices ranging from $51.72 to $54.00. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
(4) | Reporting Person is sole member of GAD Enterprises, LLC and the sole member and manager of GAD Management, LLC, the manager of GAD Enterprises, LLC, and as such Reporting Person has sole voting and dispositive power with respect to such shares. |
(5) | WG Biotech ApS owns 5,508,392 shares of the Issuer's common stock. GAD Enterprises, LLC (of which Reporting Person is sole member) owns approximately 18.71% of WG Biotech ApS but has no voting or dispositive power over the shares of common stock held by WG Biotech ApS. |
(6) | The stock option vested and became exercisable as to 25% of the shares subject to the option on June 10, 2016, and thereafter vested as to 1/48th of the shares in equal monthly installments, until such time as the option was 100% vested on June 10, 2019. |
Remarks: Chairman, President and Head of Business Development & Strategy |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gad Thomas C/O Y-MABS THERAPEUTICS, INC. 230 PARK AVENUE, 33RD FLOOR NEW YORK, NY 10169 | X |
| See Remarks |
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Signatures
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/s/ THOMAS GAD | | 12/17/2020 |
**Signature of Reporting Person | Date |
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