Aevi Genomic Medicine Form 4 / MICHAEL F COLA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COLA MICHAEL F

(Last)

(First)

(Middle)

C/O AEVI GENOMIC MEDICINE, INC.

435 DEVON PARK DRIVE, SUITE 715

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Aevi Genomic Medicine, Inc. [ GNMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2020		D		2,267,859	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Purchase)	$6.45	02/03/2020		D			17,327	⁽²⁾	04/16/2024	Common Stock	17,327	$0	0	D
Stock Option (Right to Purchase)	$7.01	02/03/2020		D			292,087	⁽³⁾	02/18/2025	Common Stock	292,087	$0	0	D
Stock Option (Right to Purchase)	$4.83	02/03/2020		D			250,000	⁽⁴⁾	04/15/2026	Common Stock	250,000	$0	0	D
Stock Option (Right to Purchase)	$4.91	02/03/2020		D			250,000	⁽⁵⁾	02/17/2027	Common Stock	250,000	$0	0	D
Stock Option (Right to Purchase)	$1.51	02/03/2020		D			450,000	⁽⁶⁾	05/14/2028	Common Stock	450,000	$0	0	D
Stock Option (Right to Purchase)	$1.55	02/03/2020		D			661,000	⁽⁷⁾	04/17/2028	Common Stock	661,000	$0	0	D
Stock Option (Right to Purchase)	$1.32	02/03/2020		D			50,000	⁽⁸⁾	08/11/2027	Common Stock	50,000	$0	0	D
Stock Option (Right to Purchase)	$4.22	02/03/2020		D			1,500,000	⁽⁹⁾	09/13/2023	Common Stock	1,500,000	$0	0	D
Warrant (Right to Buy)	$2.84	02/03/2020		D			21,181	⁽¹⁰⁾	10/17/2022	Common Stock	21,181	$0	0	D

Explanation of Responses:

1. Disposed of as a result of the merger pursuant to the previously announced Agreement and Plan of Merger and Reorganization by and among Cerecor Inc. ("Cerecor"), Genie Merger Sub, Inc., Second Genie Merger Sub, LLC and issuer (the "Merger"). At the effective time of the Merger, holders of issuer common stock received (A) the fraction of a share of Cerecor common stock equal to the exchange ratio of 0.0334 (B) one contingent value right, which represents the right to receive contingent payments upon the achievement of certain milestones and (C) cash in lieu of any fractional shares of Cerecor common stock.

2. This option, which became exercisable on April 16, 2014, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger.

3. This option, which became exercisable on February 18, 2015, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger

4. This option, which became exercisable on April 15, 2017, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger

5. This option, which became exercisable on February 17, 2018, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger

6. This option, which became exercisable on May 14, 2019, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger

7. This option, which became exercisable on April 17, 2019, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger.

8. This option, which became exercisable on August 11, 2018, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger.

9. This option which became exercisable on September 13, 2014, was automatically cancelled and ceased to exist without any consideration or payment pursuant to the Merger.

10. This warrant, which was issued pursuant to a Securities Purchase Agreement dated August 9, 2017, was subsequently amended by the Amendment Agreement of Warrants to Purchase Common Stock dated December 5, 2019, whereby immediately prior to the Merger the warrants were automatically exercised in a cashless exercise. Given the exercise price of the outstanding warrants, the cashless exercise resulted in no shares of common stock being issued and the warrant was rendered null and void.

Remarks:

	/s/ Michael F. Cola	02/05/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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Aevi Genomic Medicine (GNMX) Form 4Aevi Genomic Medicine / MICHAEL F COLA ownership change