UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B-1 Preferred Stock | Â (1) | Â (1) | Common Stock | 2,831,463 | $ (1) | D (2) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Celgene Switzerland LLC AON HOUSE 30 WOODBOURNE AVENUE PEMBROKE, D0 HM 08 |
 |  X |  |  |
CELGENE CORP /DE/ 86 MORRIS AVENUE SUMMIT, NJ 07901 |
 |  X |  |  |
/s/Kevin Mello, Manager, Celgene Switzerland, LLC | 01/26/2017 | |
**Signature of Reporting Person | Date | |
/s/ Peter N. Kellogg, Executive Vice President and Chief Financial Officer, Celgene Corporation | 01/26/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Each share of Series B-1 Preferred Stock is convertible into 0.271 share of Common Stock without payment of further consideration and will automatically convert into 0.271 share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date. |
(2) | These shares are owned directly by Celgene Switzerland LLC, a wholly-owned subsidiary of Celgene Corporation ("Celgene"), and Celgene has the power to vote, acquire, hold and dispose of all shares. Celgene disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |