Aevi Genomic Medicine Form 4 / Hospital of Philadelphia Foundation Children's 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^*

Children's Hospital of Philadelphia Foundation

(Last)

(First)

(Middle)

3401 CIVIC CENTER BOULEVARD

(Street)

PHILADELPHIA

19104

(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)

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

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		J		38,856,891	A	⁽¹⁾	57,280,927	D
Common Stock	02/03/2020		J		57,280,927	D	⁽²⁾	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)
Warrant (Right to Purchase)	$2.84	02/03/2020		D			2,824,217	⁽³⁾	10/17/2022	Common Stock	2,824,217	$0	0	D

Explanation of Responses:

1. The reporting person and the issuer are parties to a Secured Promissory Note dated March 29, 2019, as amended (the "Note"), which was amended in November 2019 to provide that upon a change in control, the Note would be converted into shares of common stock of the issuer equal to one-third of the issuer's common stock then outstanding on a fully-diluted basis, representing a conversion price that was not fixed. In connection with the consummation of the previously announced merger (the "Merger") pursuant to the 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 Note converted into the referenced number of shares, representing one-third of the issuer's common stock then outstanding on a fully-diluted basis.

2. Disposed of as a result of 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.

3. 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 the parties agreed that immediately prior to the Merger the warrants would be automatically exercised in a cashless exercise. Given that the exercise price of the outstanding warrants exceeded the per share Merger consideration, the cashless exercise resulted in no shares of common stock being issued and the warrant was rendered null and void. The reporting person also claims the availability of an exemption under rule 16b-3(d) and 16b-3(e) for the transactions reported on this Form 4, because at all relevant times, the reporting person was a "deputized director" of the issuer. In addition, the reporting person also claims the availability of the "unorthodox transaction" exemption under Section 16(b).

Remarks:

	/s/ Thomas J. Todorow, Chief Financial Officer	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).
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Aevi Genomic Medicine (GNMX) Form 4Aevi Genomic Medicine / Hospital of Philadelphia Foundation Children's ownership change