Statement of Changes in Beneficial Ownership (4)
14 June 2022 - 8:11AM
Edgar (US Regulatory)
FORM 4
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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).
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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
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Witney Frank |
2. Issuer Name and Ticker or Trading Symbol
Codex DNA, Inc.
[
DNAY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CODEX DNA, INC., 9535 WAPLES STREET, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/9/2022 |
(Street)
SAN DIEGO, CA 92121
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/9/2022 | | A | | 20630 (1) | A | $0 | 20630 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Option (right to buy) | $3.49 | 6/9/2022 | | A | | 30945 | | (2) | 6/9/2032 | Common Stock | 30945.0 | $0 | 30945 | D | |
Explanation of Responses: |
(1) | These securities are restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Codex DNA, Inc.'s (the "Issuer") Common Stock. Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Sock Incentive Plan) through each such date, one hundred percent (100%) of the RSUs shall vest on the earlier of (i) the one-year anniversary of the Grant Date or (ii) the day prior to the date of the annual meeting of the Issuer's shareholders next following the Grant Date. "Grant Date" shall mean June 9, 2022. |
(2) | Subject to the Reporting Person's continuing as a Service Provider (as defined in the Issuer's 2021 Sock Incentive Plan) through each such date, one hundred percent (100%) of the shares subject to the option shall vest on the earlier of (i) the one-year anniversary of the Grant Date or (ii) the day prior to the date of the annual meeting of the Issuer's shareholders next following the Grant Date. "Grant Date" shall mean June 9, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Witney Frank C/O CODEX DNA, INC. 9535 WAPLES STREET, SUITE 100 SAN DIEGO, CA 92121 | X |
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Signatures
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/s/ Jennifer McNealey, as Attorney-in-Fact | | 6/13/2022 |
**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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