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SELLAS Life Sciences Group, Inc. — Director's Dealing 2017
Dec 29, 2017
33651_dirs_2017-12-29_8114ff2f-48ec-4379-adb5-9a8f60e8cb44.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: SELLAS Life Sciences Group, Inc. (SLS)
CIK: 0001390478
Period of Report: 2017-12-29
Reporting Person: Lopez Fabio (Director, 10% Owner)
Reporting Person: EQC Private Markets SAC Fund II Ltd-EQC Biotech Sely S Fund (10% Owner)
Reporting Person: EQC Private Markets SAC Fund Ltd-EQC Biotech Sely I Fund (10% Owner)
Reporting Person: EQC Private Markets SAC Fund Ltd-EQC Biotech Sely II Fund` (10% Owner)
Reporting Person: EQC Private Markets II SAC Fund Ltd-EQC Biotech Sely III Fund (10% Owner)
Reporting Person: Equilibria Capital Management Ltd (10% Owner)
Reporting Person: Castilian Ltd. (10% Owner)
Reporting Person: Varibobi Financial Holdings Ltd (10% Owner)
Reporting Person: Tafur Daniel (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-12-29 | Common Stock | A | 149766 | — | Acquired | 149766 | Indirect |
| 2017-12-29 | Common Stock | A | 1521863 | — | Acquired | 1521863 | Indirect |
| 2017-12-29 | Common Stock | A | 676324 | — | Acquired | 676324 | Indirect |
| 2017-12-29 | Common Stock | A | 325799 | — | Acquired | 325799 | Indirect |
| 2017-12-29 | Common Stock | A | 58208 | — | Acquired | 58208 | Indirect |
| 2017-12-29 | Common Stock | A | 3343 | — | Acquired | 3343 | Indirect |
| 2017-12-29 | Common Stock | A | 3343 | — | Acquired | 3343 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2017-12-29 | Warrant (Right to Buy) | $ | A | 316163 | Acquired | 2022-12-29 | Common Stock (316163) | Indirect |
Footnotes
F1: Received in exchange for common shares of SELLAS Life Sciences Group, Ltd ("SELLAS") in connection with the merger of SELLAS and a wholly owned indirect subsidiary of the Issuer (then known as Galena Biopharma, Inc.) (the "Merger"). On the effective date of the Merger, each common share of SELLAS was converted into 43.9972 shares of the Issuer's common stock.
F2: Shares held directly by Equilibria Capital Management Limited ("Equilibria"), a Bermuda limited liability company.
F3: Shares held directly by EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund ("Sely S"), a Bermuda mutual fund company. Equilibria manages Sely S and may be deemed to beneficially hold shares held by such fund.
F4: Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, ("Sely I"), a Bermuda mutual fund company. Equilibria manages Sely I and may be deemed to beneficially hold shares held by such fund.
F5: Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, ("Sely II"), a Bermuda mutual fund company. Equilibria manages Sely II and may be deemed to beneficially hold shares held by such fund.
F6: Shares held directly by EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund ("Sely III"), a Bermuda mutual fund company. Equilibria manages Sely III and may be deemed to beneficially hold shares held by such fund.
F7: Shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company ("Varibobi"). Varibobi is an owner of Equilibria and may be deemed to beneficially hold shares beneficially owned by Equilibria. Fabio Lopez is the sole owner of Varibobi and the chief executive officer and a board member of Equilibria and may be deemed to be the indirect beneficial owner of the shares owned by Varibobi and Equilibria. Mr. Lopez disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
F8: Shares held directly by Daniel Tafur ("Mr. Tafur"). Mr. Tafur is chief investment officer, founder and board member of Equilibria and may be deemed to beneficially own shares beneficially owned by Equilibria. Mr. Tafur disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
F9: The exercise price per share for the warrant is equal to 105% of the volume weighted average price of the Issuer's common stock for the 30 calendar days following the closing date of the Merger.
F10: Immediately exercisable.