Statement of Changes in Beneficial Ownership (4)
04 4월 2019 - 8:41AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Huyett William
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2. Issuer Name
and
Ticker or Trading Symbol
Cyclerion Therapeutics, Inc.
[
CYCN
]
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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 Financial Officer
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(Last)
(First)
(Middle)
C/O CYCLERION THERAPEUTICS, INC., 301 BINNEY STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2019
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(Street)
CAMBRIDGE, MA 02142
(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
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4/1/2019
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A
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38327
(1)
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A
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$0.00
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38327
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D
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Common Stock
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4/1/2019
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A
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39179
(2)
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A
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$0.00
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78912
(3)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$16.81
(4)
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4/1/2019
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A
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221349
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(5)
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1/2/2028
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Common Stock
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221349
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$0.00
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221349
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D
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Employee Stock Option (Right to Buy)
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$14.20
(4)
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4/1/2019
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A
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222002
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(6)
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1/29/2029
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Common Stock
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222002
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$0.00
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222002
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D
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Explanation of Responses:
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(1)
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In connection with the separation (the "Separation") of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals Inc. ("Ironwood"), the reporting person received a grant of 38,327 restricted stock units, each representing the right to receive a share of Cyclerion common stock, as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of common stock on the approximate anniversary of the grant.
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(2)
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In connection with the Separation, the reporting person received a grant of 39,179 restricted stock units, each representing the right to receive a share of Cyclerion common stock, as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of common stock on the approximate anniversary of the grant.
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(3)
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Includes 1,406 shares of Cyclerion common stock received in a pro rata distribution by Ironwood as a result of the Separation.
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(4)
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Represents options to purchase shares of Cyclerion common stock granted to the reporting person in connection with the Separation.
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(5)
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The option, granted as a new hire award, vested as to 25% of the shares of common stock on December 15, 2019, and 2.08333% of the shares of common stock vest each month thereafter for the next 36 months.
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(6)
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The option, granted as an annual performance award, vests as to 2.08333% of the shares of common stock on each monthly anniversary of January 1, 2019.
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Remarks:
Exhibit 24: Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Huyett William
C/O CYCLERION THERAPEUTICS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142
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Chief Financial Officer
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Signatures
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/s/ Larry Miller, Attorney-in-Fact
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4/3/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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CYCLERION THERAPEUTICS, INC. (NASDAQ:CYCNV)
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