of shares under the Issuers employee stock purchase plan using his personal funds, through block trades, through privately negotiated transactions, or otherwise in any combination of the
foregoing or in any other lawful manner or (ii) dispose of shares of common stock or other securities of the Issuer in the open market, through the exercise of stock options and sale of the underlying shares, through vesting of restricted stock
units or performance-based restricted stock units and sale of the underlying shares, through block trades, through privately negotiated transactions, or otherwise in any combination of the foregoing or in any other lawful manner. Any actions
Dr. Jin may undertake will be dependent upon his review of numerous factors, including, among other things, the price levels of the common stock, general market and economic conditions, ongoing evaluation of the Issuers business,
financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities, and other future developments. Except as set forth above, Dr. Jin has no present plans or intentions which would
result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer
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(a) Dr. Jin beneficially owns 2,411,052 shares of the Issuers common stock or 5.1% of the Issuers
common stock outstanding as of March 1, 2020. Dr. Jins ownership includes (1) 2,357,927 shares of common stock held directly by Dr. Jin, and (2) 53,125 shares of common stock that are issuable upon the exercise of options held
directly by Dr. Jin that are exercisable within 60 days hereof.
(b) The number of shares as to which the
reporting person has:
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(i)
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Sole power to vote or direct the vote: 2,411,052
|
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(ii)
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Shared power to vote or direct the vote: 0
|
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(iii)
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Sole power to dispose or direct the disposition of: 2,411,052
|
|
(iv)
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Shared power to dispose or direct the disposition of: 0
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(c) In the past sixty days, the reporting person disposed of 16,000 shares of the Issuers common stock as a bona
fide gift.
(d) There is no other person known to Dr. Jin to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of common stock covered by this Statement.
(e) Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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The reporting person currently holds options to purchase common stock and restricted stock units to acquire an
aggregate of 695,625 shares of common stock, of which 53,125 shares may be acquired by the reporting person upon exercise of outstanding stock options within 60 days hereof.
The reporting person is party to the Issuers Fifth Amended and Restated Investors Rights Agreement, dated as of April 14,
2009 (the Rights Agreement), which provides, among other things, that certain holders of the Issuers capital stock, including the reporting person, receive certain registration rights. The foregoing summary of the Rights Agreement
does not purport to be complete and
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