1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Option to Buy)
|
(1)
|
02/16/2022 |
Exchangeable Shares
(2)
(3)
|
141,559
|
$
0.23
|
D
(4)
|
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) |
One-third of such stock options vested immediately upon the date of grant on February 17, 2015, one-third vests on the one year anniversary of the date of grant and the remaining one-third vests on the two year anniversary of the date of grant. |
(2) |
As a condition of the February 26, 2015 closing of the acquisition (the "Acquisition Transaction") by the Issuer of Bionik Laboratories Inc., a company existing under the laws of Canada ("Bionik Canada"), Bionik Canada created a new class of exchangeable shares (the "Exchangeable Shares"), which were issued to the then-existing common shareholders of Bionik Canada, including the Reporting Person, in exchange for all of their outstanding common shares. (continue with footnote (3)) |
(3) |
The Exchangeable Shares are intended to have, to the extent practicable, the same economic, voting and other rights of the Common Stock, par value $0.001 per share, of the Issuer (the "Common Stock"), and have the following attributes, among others: (a) be, as nearly as practicable, the economic equivalent of the Common Stock as of the consummation of the Acquisition Transaction; (b) have dividend entitlements and other attributes corresponding to the Common Stock; (c) be exchangeable, at each holder's option, for Common Stock on a one-for-one basis; and (d) upon the direction of the board of directors of the Issuer, be exchanged for Common Stock on the 10 year anniversary of the Acquisition Transaction, subject to applicable law, unless exchanged earlier upon the occurrence of certain events. |
(4) |
The Reporting Person directly owns such Exchangeable Shares. The Reporting Person is entitled to vote the Exchangeable Shares as if the Reporting Person was a holder of an equivalent number of shares of Common Stock, through a single share of The Special Voting Preferred Stock of the Issuer, held in trust by Computershare Trust Company of Canada. |