Statement of Changes in Beneficial Ownership (4)
08 January 2020 - 9:12AM
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).
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
*
SMITH CLARENCE EDWARD |
2. Issuer Name and Ticker or Trading Symbol
ProtoKinetix, Inc.
[
PKTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
1845 COUNTY ROAD #214 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/19/2019 |
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(Street)
ST. AUGUSTINE, FL 32084
(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 | 12/19/2019 | | P | | 216666 | A | $0.12 | 54899999 (1) | D | |
| Common Stock | 12/30/2019 | | P | | 21551 | A | $0.10 | 13185711 | I | See footnote (2) |
| Common Stock | 12/31/2019 | | P | | 45249 | A | $0.11 | 13230960 | I | See footnote (2)(3) |
| Common Stock | 1/3/2020 | | P | | 4200 | A | $0.10 | 13235160 | I | See footnote (2) |
| Common Stock | | | | | | | | 1850000 | I | See footnote (4) |
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 |
| Warrant (5) | $0.12 | 12/19/2019 | | P | | 216666 | | 12/19/2019 | 12/18/2022 | Common Stock | 216666 | $0.00 | 216666 | D | |
| Stock Option | $0.11 | | | | | | | (6) | 11/17/2024 | Common Stock | 5000000 | | 5000000 | D | |
| Stock Option | $0.26 | | | | | | | (7) | 7/14/2024 | Common Stock | 5000000 | | 5000000 | D | |
| Stock Option | $0.26 | | | | | | | (7) | 7/14/2024 | Common Stock | 5000000 | | 5000000 | D | |
| Stock Option | $0.09 | | | | | | | (8) | 11/8/2023 | Common Stock | 5000000 | | 5000000 | D | |
| Stock Option | $0.06 | | | | | | | (9) | 8/31/2021 | Common Stock | 5000000 | | 5000000 | D | |
| Stock Option | $0.05 | | | | | | | (10) | 12/31/2020 | Common Stock | 5000000 | | 5000000 | D | |
| Explanation of Responses: |
| (1) | Acquired pursuant to private placement. This Form 4 corrects the prior Form 4 which incorrectly reported a total of 61,353,833 shares held by Mr. Smith personally. Based on a review of stockholder reports, the corrected number of shares is 54,683,333 before the transactions reported herein. |
| (2) | Shares held by the Clarence E. Smith Trusts. This Form 4 corrects the prior Form 4 which incorrectly reported a total of 6,467,883 held in trust. Based on a review of brokerage statements and stockholder lists, the corrected total number of shares held by the trusts before the transactions reported herein is 13,164,160. |
| (3) | This transaction was executed in multiple trades at prices ranging from $0.1 to $0.11. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| (4) | Shares held by Mr. Smith's retirement account. |
| (5) | Acquired pursuant to private placement. |
| (6) | Options issued pursuant to the Company's Amended 2017 Stock Option and Stock Bonus Plan on November 18, 2019. 1,250,000 shares of common stock vest on February 18, 2020; thereafter 1,250,000 shares vest every three months until fully vested on November 18, 2020. |
| (7) | Options issued pursuant to the Company's Amended 2017 Stock Option and Stock Bonus Plan on July 15, 2019. 1,250,000 shares of common stock vest on October 13, 2019; thereafter 1,250,000 shares vest every three months until fully vested on July 13, 2020. |
| (8) | Options granted pursuant to Amended 2017 Stock Option and Stock Bonus Plan. On March 31, 2019, 1,250,000 shares vest; thereafter 1,250,000 shares vest each quarter. |
| (9) | Options granted pursuant to 2017 Stock Option and Stock Bonus Plan. On December 31, 2017, 1,250,000 shares vested; thereafter 1,250,000 shares vested each quarter. |
| (10) | Options granted pursuant to 2017 Stock Option and Stock Bonus Plan. On March 31, 2017, 1,250,000 shares vested; thereafter 1,250,000 shares vested each quarter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SMITH CLARENCE EDWARD
1845 COUNTY ROAD #214
ST. AUGUSTINE, FL 32084 | X | X | President & CEO |
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Signatures
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| /s/ Clarence E. Smith | | 1/6/2020 |
| **Signature of Reporting Person | Date |
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