David Arkowitz Form 4 F-star Therapeutics / David Arkowitz 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^*

Arkowitz David

(Last)

(First)

(Middle)

C/O F-STAR THERAPEUTICS, INC.

EDDEVA B920, BABRAHAM RESEARCH CAMPUS

(Street)

CAMBRIDGE

Cb22 3AT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
F-star Therapeutics, Inc. [ FSTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2020

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	03/08/2023		U⁽¹⁾⁽²⁾		8,386	D	$7.12⁽¹⁾⁽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)
Stock Option (right to buy)	$6.88	03/08/2023		D⁽³⁾⁽⁴⁾⁽⁵⁾			20,000	⁽³⁾⁽⁴⁾⁽⁵⁾	06/04/2031	Common Stock	20,000	⁽³⁾⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$3.41	03/08/2023		D⁽³⁾⁽⁴⁾⁽⁵⁾			20,000	⁽³⁾⁽⁴⁾⁽⁵⁾	06/17/2032	Common Stock	20,000	⁽³⁾⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$9.28	11/20/2020		J⁽⁶⁾			10,000	⁽⁶⁾	03/30/2025	Common Stock	10,000	⁽⁶⁾	0	D
Stock Option (right to buy)	$9.05	11/20/2020		J⁽⁶⁾			5,500	⁽⁶⁾	07/27/2026	Common Stock	5,500	⁽⁶⁾	0	D
Warrant (right to buy)	$10.79	11/20/2020		J⁽⁶⁾			4,386	⁽⁶⁾	11/23/2021	Common Stock	4,386	⁽⁶⁾	0	D
Stock Option (right to buy)	$14.27	11/20/2020		J⁽⁶⁾			5,500	⁽⁶⁾	06/14/2027	Common Stock	5,500	⁽⁶⁾	0	D
Stock Option (right to buy)	$13.99	11/20/2020		J⁽⁶⁾			5,500	⁽⁶⁾	06/17/2028	Common Stock	5,500	⁽⁶⁾	0	D
Stock Option (right to buy)	$4.62	11/20/2020		J⁽⁶⁾			7,500	⁽⁶⁾	07/09/2029	Common Stock	7,500	⁽⁶⁾	0	D
Stock Option (right to buy)	$1.6	11/20/2020		J⁽⁶⁾			7,500	⁽⁶⁾	06/23/2030	Common Stock	7,500	⁽⁶⁾	0	D

Explanation of Responses:

1. Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 22, 2022 (the "Merger Agreement"), by and among the Issuer, Sino Biopharmaceutical Limited, Fennec Acquisition Incorporated ("Parent"), and invoX Pharma Limited ("Purchaser"), including the completion on March 8, 2023 of a tender offer to purchase all of the outstanding shares of Issuer common stock at a price of $7.12 per share in cash, without interest, less any required withholding taxes (the "Offer Price"), and the consummation of the merger (the "Merger") between the Issuer and Purchaser on March 8, 2023. Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each outstanding share of Issuer common stock was cancelled in exchange for the right to receive an amount equal to the Offer Price.

2. (Continued from footnote 1) The number of shares of common stock reported reflects a one-for-four reverse stock split completed on November 20, 2020, and corrects the amount of shares of common stock previously reported by the Reporting Person in the Form 4 filed on January 2, 2020.

3. Pursuant to the Merger Agreement, immediately prior to the Effective Time, each of the outstanding options that was otherwise eligible to vest in accordance with its terms was accelerated and became fully vested and exercisable immediately prior to, and contingent upon, the Effective Time (except in the case of the EMI Options (as defined in the Merger Agreement) granted pursuant to Rule 9.8 of the F-star Therapeutics, Inc. 2019 Equity Incentive Plan, which were accelerated and became fully vested and exercisable as of three business days prior to the Initial Expiration Date (as defined in the Merger Agreement)).

4. As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that was less than the Offer Price (each, an "In the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Company Shares (as defined in the Merger Agreement) subject to such fully vested option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of (A) the Offer Price over (B) the exercise price payable per Company Share under such option.

5. (Continued from footnote 4) As of the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, Parent, Purchaser or the Issuer, each option which had a per share exercise price that is equal to or more than the Offer Price (each, an "Out of the Money Option") that was then outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time without any consideration payable therefor. Any EMI Option that remained outstanding and unexercised as of immediately before the Effective Time was cancelled at the Effective Time and treated as either an In the Money Option or an Out of the Money Option.

6. Pursuant to the Share Exchange Agreement, dated as of July 29, 2020, these previously reported options and warrants were cancelled effective as of November 20, 2020.

Remarks:

	/s/ Darlene Deptula-Hicks, Attorney-in-fact	03/09/2023
	** 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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David Arkowitz Form 4F-star Therapeutics / David Arkowitz ownership change