Rory B. Riggs - Dec 29, 2023 Form 4 Insider Report for Cibus, Inc. (CBUS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Rory Riggs
Stock symbol
CBUS
Transactions as of
Dec 29, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2024, 07:08 PM
Previous filing
Dec 14, 2023
Next filing
Jan 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CBUS Class B Common Stock Other $0 +1.51M +110.63% $0.00 2.87M Dec 29, 2023 Direct F2, F3
transaction CBUS Class B Common Stock Conversion of derivative security $0 -1.5M -52.32% $0.00 1.37M Dec 29, 2023 Direct F4, F5
transaction CBUS Class A Common Stock Conversion of derivative security $0 +1.5M +93.53% $0.00 3.1M Dec 29, 2023 Direct F4, F6
holding CBUS Class A Common Stock 2.92K Dec 29, 2023 See footnote F1
holding CBUS Class A Common Stock 15.8K Dec 29, 2023 By spouse
holding CBUS Class B Common Stock 20.9K Dec 29, 2023 See footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CBUS Cibus Common Units Other +1.51M +110.63% 2.87M Dec 29, 2023 Class A Common Stock 1.51M Direct F2, F3, F7
transaction CBUS Cibus Common Units Conversion of derivative security $0 -1.5M -52.32% $0.00 1.37M Dec 29, 2023 Class A Common Stock 1.5M Direct F4, F7, F8
holding CBUS Cibus Common Units 20.9K Dec 29, 2023 Class A Common Stock 20.9K See footnote F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock"), of Cibus, Inc. (the "Issuer") held by the Rory Riggs Family Trust, for which the reporting person is trustee and has sole voting and dispositive power with respect to the shares held by the trust.
F2 Each share of the Issuer's Class B Common Stock, par value $0.0001 (the "Class B Common Stock") is paired with a common unit (the "Common Units") of Cibus Global, LLC ("Cibus Global"), which collectively comprise an "Up-C Unit." The Up-C Units are generally exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Exchange Agreement (the "Exchange Agreement"), dated May 31, 2023, by and among the Issuer, Cibus Global, and the holders of Up-C Units. On December 29, 2023, New Ventures Agtech Solutions, LLC ("New Ventures") completed a distribution to the Reporting Person of 1,505,967 Up-C Units (the "Distribution"). Such Up-C Units were previously reported as indirectly attributable to the Reporting Person as a result of the Reporting Person having shared voting and investment power in respect of New Ventures and the other investors in New Ventures.
F3 (Continued from Footnote 2) Simultaneously with the Distribution, the Reporting Person exchanged 1,500,000 shares of such Up-C Units for 1,500,000 shares of Class A Common Stock (the "Reporting Person Exchange") in accordance with the Exchange Agreement, Accordingly, although the Reporting Person's aggregate beneficial ownership has not changed, this Form reports the change in the Reporting Person's beneficial ownership both in name and form.
F4 Reflects the Reporting Person Exchange, which resulted solely in a change in the form of the Reporting Person's aggregate beneficial ownership.
F5 Includes 1,361,226 shares of Class B Common Stock, as part of Up-C Units, previously reported by the Reporting Person and 5,967 shares of Class B Common Stock, as part of the Up-C Units received in the Distribution and not exchanged in the Reporting Person Exchange.
F6 Includes 1,603,788 shares of Class A Common Stock previously reported by the Reporting Person and 1,500,000 shares of Class A Common Stock received pursuant to the Reporting Person Exchange.
F7 Each Common Unit is part of an Up-C Unit, together with a share of Class B Common Stock, with each Up-C Unit exchangeable for shares of Class A Common Stock on a one-for-one basis pursuant to the terms of the Exchange Agreement.
F8 Includes 1,361,226 Common Units, as part of Up-C Units, previously reported by the Reporting Person and 5,967 Common Units, as part of the Up-C Units received in the Distribution and not exchanged in the Reporting Person Exchange.