Gordon Ringold - Aug 23, 2023 Form 4 Insider Report for Apexigen, Inc. (APGN)

Role
Director
Signature
/s/ Francis Sarena, by power of attorney
Stock symbol
APGN
Transactions as of
Aug 23, 2023
Transactions value $
$0
Form type
4
Date filed
8/25/2023, 07:34 PM
Previous filing
Oct 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction APGN Common Stock Disposed to Issuer -10K -100% 0 Aug 23, 2023 Direct 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 APGN Stock Option (right to buy) Disposed to Issuer -34.1K -100% 0 Aug 23, 2023 Common Stock 34.1K $4.59 Direct F2
transaction APGN Stock Option (right to buy) Disposed to Issuer -100K -100% 0 Aug 23, 2023 Common Stock 100K $2.65 Direct F3
transaction APGN Warrants (right to buy) Disposed to Issuer -5K -100% 0 Aug 23, 2023 Common Stock 5K $11.50 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gordon Ringold is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2023 (the "Merger Agreement"), by and among the Issuer, Pyxis Oncology, Inc. ("Pyxis"), and Ascent Merger Sub Corp., at the effective time of the merger (the "Effective Time"), each share of Issuer common stock was exchanged for 0.1725 shares of Pyxis common stock and rounded down to the nearest whole share.
F2 The shares subject to the option vest in 48 equal monthly installments beginning on June 8, 2020. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 5,879 shares of Pyxis common stock at an exercise price of $26.61 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.
F3 The shares subject to the option vest in three equal annual installments beginning on July 29, 2023. Pursuant to the Merger Agreement, at the Effective Time, the option was assumed by Pyxis and converted into an option to purchase 17,250 shares of Pyxis common stock at an exercise price of $15.37 per share. In accordance with the reporting person's equity award agreement, vesting of the unvested shares underlying the option accelerated in full at the Effective Time.
F4 The shares underlying the warrant are immediately exercisable. Pursuant to the Merger Agreement, at the Effective Time, the warrant was assumed by Pyxis and converted into a warrant to purchase 862 shares of Pyxis common stock at an exercise price of $66.67 per share.