FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRECISION BIOSCIENCES INC [ DTIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 04/01/2019 | C | 36,946 | A | $13.6 | 36,946 | I | By RFS Partners, LP(1) | ||
Common Stock | 04/01/2019 | C | 56,102 | A | (2) | 93,048 | I | By RFS Partners, LP(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Convertible Promissory Note | $13.6 | 04/01/2019 | C | $502,466 | (3) | (3) | Common Stock | 36,946 | (3) | 0 | I | By RFS Partners, LP(1) | |||
Series B Preferred Stock | (2) | 04/01/2019 | C | 119,761 | (2) | (2) | Common Stock | 56,102 | (2) | 0 | I | By RFS Partners, LP(1) |
Explanation of Responses: |
1. The securities reported herein are held of record by RFS Partners LP ("RFS"). RFS & Associates, LLC ("RFS & Associates") is the general partner of RFS, and the reporting person is a limited partner of RFS as well as the manager of RFS & Associates. The reporting person disclaims beneficial ownership of the securities held by RFS, except to the extent of any pecuniary interest therein. |
2. The Series B Preferred Stock automatically converted into the common stock of Precision BioSciences, Inc. (the "Issuer") on a 2.134686-to-1 basis (after giving effect to the Issuer's previously completed reverse stock split) upon the closing of the Issuer's initial public offering (the "IPO"). |
3. On March 1, 2019, RFS acquired a convertible promissory note in the principal amount of $500,000 (the "2019 Note") from the Issuer. Effective upon the closing of the IPO on April 1, 2019, the 2019 Note, including accrued interest, converted into 36,946 shares of the Issuer's common stock at a price per share equal to $13.60, which represented 85% of the price per share in the IPO. |
Remarks: |
/s/ Abid Ansari, Attorney-in-Fact for Raymond F. Schinazi | 04/02/2019 | |
** 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 Number. |