Statement of Changes in Beneficial Ownership (4)
20 October 2022 - 09:50AM
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
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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 * Hinshaw
William |
2. Issuer Name and Ticker or Trading
Symbol Axcella Health Inc. [ AXLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
President & CEO |
(Last)
(First)
(Middle)
C/O AXCELLA HEALTH INC., 840 MEMORIAL DRIVE |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/17/2022
|
(Street)
CAMBRIDGE, MA 02139
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
10/17/2022 |
|
A(1) |
|
50000 |
A |
(1) |
98012 |
D |
|
Common Stock |
10/19/2022 |
|
S(2) |
|
16000 |
D |
$1.5642 (3) |
82012 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Explanation of
Responses: |
(1) |
On September 29, 2020, the
Reporting Person was granted 50,000 restricted stock units
("RSUs"), which vest upon satisfaction of certain performance
criteria. On October 17, 2022, the Issuer's Compensation Committee
confirmed that the performance criteria had been met, resulting in
the vesting of such RSUs. |
(2) |
Represents shares required
to be sold by the reporting person to cover tax withholding
obligations in connection with the vesting and settlement of
restricted stock units, and does not represent a discretionary
trade by the reporting person. |
(3) |
The price reported in Column
4 is a weighted average price. The shares were sold in multiple
transactions at prices ranging from $1.52 to $1.62. Full
information regarding the number of shares sold at each separate
price can be furnished to the SEC staff upon request. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Hinshaw William
C/O AXCELLA HEALTH INC.
840 MEMORIAL DRIVE
CAMBRIDGE, MA 02139 |
X |
|
President & CEO |
|
Signatures
|
By: /s/ Paul Fehlner,
Attorney-in-Fact |
|
10/19/2022 |
**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. |
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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