Statement of Changes in Beneficial Ownership (4)
06 August 2021 - 6:07AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
King-Jones Heidy |
2. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc.
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PRVB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer |
(Last)
(First)
(Middle)
C/O PROVENTION BIO, INC., 55 BROAD STREET, 2ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2021 |
(Street)
RED BANK, NJ 07701
(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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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) | $11.23 | 8/3/2021 | | A | | 30000 (1) | | 8/3/2021 | 8/3/2030 | Common Stock, par value $0.0001 | 30000 | $0 (2) | 150000 (3) | D | |
Explanation of Responses: |
(1) | As previously reported on a Form 4 filed on August 3, 2020, on August 3, 2020 the Reporting Person was granted a stock option for 300,000 shares of Common Stock, 120,000 of which option shares vest in four equal annual installments commencing on August 3, 2021 and 180,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 30,000 of the 180,000 performance option shares on August 3, 2021 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 30,000 option shares. |
(2) | The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan. |
(3) | Represents the 120,000 time-based option shares referred to in footnote (1) plus the 30,000 vested performance option shares referred to in footnote (1). Excludes 150,000 of the previously reported 300,000 option shares referred to in footnote (1) that are performance option shares that remain subject to vesting upon completion of certain performance milestones. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
King-Jones Heidy C/O PROVENTION BIO, INC. 55 BROAD STREET, 2ND FLOOR RED BANK, NJ 07701 |
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| Chief Legal Officer |
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Signatures
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/s/ Andrew Drechsler, as attorney-in-fact | | 8/5/2021 |
**Signature of Reporting Person | Date |
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