Sessa Capital (Master), L.P. - Apr 14, 2023 Form 4 Insider Report for Provention Bio, Inc. (PRVB)

Role
10%+ Owner
Signature
/s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager
Stock symbol
PRVB
Transactions as of
Apr 14, 2023
Transactions value $
-$14
Form type
4
Date filed
4/18/2023, 08:57 PM
Previous filing
Apr 4, 2023
Next filing
Apr 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRVB Common Stock Exercise of in-the-money or at-the-money derivative security $53.3M +8.88M +100% $6.00* 17.8M Apr 14, 2023 Direct F1, F2
transaction PRVB Common Stock Sale -$53.3M -2.19M -12.34% $24.32 15.6M Apr 14, 2023 Direct F1, F2, F3
holding PRVB Common Stock 427K Apr 14, 2023 Direct F4

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 PRVB Warrants Exercise of in-the-money or at-the-money derivative security $0 -8.88M -100% $0.00* 0 Apr 14, 2023 Common Stock 8.88M $6.00 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Reporting Persons exercised these warrants on a "cashless" basis, pursuant to the terms of the warrant to purchase stock, resulting in Provention Bio, Inc. withholding 2,190,549 shares of Common Stock and issuing the remaining 6,688,474 shares of Common Stock to Sessa Capital (Master), L.P. The disposition of the warrants and the resulting issuance of the net shares of Common Stock were exempt under Rule 16b-6(b) under the Securities Exchange Act of 1934, as amended.
F2 These securities of Provention Bio, Inc. are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P. indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
F3 Calculated based on the closing price or last reported sale price of a share of Common Stock for the business day immediately prior to the date of the warrant exercise.
F4 Held directly by Mr. Petry.