Statement of Changes in Beneficial Ownership (4)
13 June 2023 - 6:08AM
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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PERCEPTIVE ADVISORS LLC |
2. Issuer Name and Ticker or Trading Symbol
MeiraGTx Holdings plc
[
MGTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
51 ASTOR PLACE, 10TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2023 |
(Street)
NEW YORK, NY 10003 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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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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) | $8.04 | 6/8/2023 | | A | | 20000 | | (1) | 6/8/2033 | Ordinary Shares | 20000 | $0 | 20000 | I | See Footnote (4) |
Restricted Share Units | (2) | 6/8/2023 | | A | | 20000 | | (3) | (3) | Ordinary Shares | 20000 | $0 | 20000 | I | See Footnote (4) |
Explanation of Responses: |
(1) | The option shall vest and become exercisable in a single annual installment upon the earliest of (i) June 8, 2024 or (ii) the day immediately prior to the date of the Issuer's annual meeting of shareholders in 2024. |
(2) | Each restricted share unit converts into one ordinary share of the Issuer upon settlement. The restricted share units become settleable when Ellen Hukkelhoven ("Ms. Hukkelhoven") ceases to be a director of the Issuer. |
(3) | The restricted share units shall vest in a single annual installment upon the earlier of (i) June 8, 2024 or (ii) the day immediately prior to the date of the Issuer's annual meeting of shareholders in 2024. |
(4) | Ms. Hukkelhoven is a Managing Director of Perceptive Advisors, LLC (the "Advisor"). The Advisor serves as the investment manager of Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). The Advisor may be deemed to have an indirect pecuniary interest in the securities reported herein because the Advisor has the right to receive the director compensation provided in respect of Ms. Hukkelhoven's board service through a partial management fee offset. Joseph Edelman ("Mr. Edelman") is the managing member of the Advisor. Each of Mr. Edelman, the Master Fund and the Advisor disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman, the Master Fund or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PERCEPTIVE ADVISORS LLC 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 | X | X |
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PERCEPTIVE LIFE SCIENCES MASTER FUND LTD 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 | X | X |
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EDELMAN JOSEPH 51 ASTOR PLACE, 10TH FLOOR NEW YORK, NY 10003 | X | X |
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Signatures
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/s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | | 6/12/2023 |
**Signature of Reporting Person | Date |
/s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | | 6/12/2023 |
**Signature of Reporting Person | Date |
/s/ Joseph Edelman | | 6/12/2023 |
**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). |
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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