Jonathan Finn - 31 May 2023 Form 4 Insider Report for Cibus, Inc. (CBUS)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
14 Jun 2023, 18:51:20 UTC
Next SEC filing
15 Nov 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jonathan Finn

Key filing fact

Jonathan Finn filed Form 4 for Cibus, Inc. (CBUS) on 14 Jun 2023.

Key facts

  • This page summarizes Jonathan Finn's Form 4 filing for Cibus, Inc. (CBUS).
  • 8 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 14 Jun 2023, 18:51.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CBUS transaction

Class A Common Stock

Award

Transaction value
Shares
+1,206
Change %
Price
Shares after
1,206
Date
31 May 2023
Ownership
Direct
Footnotes
F1, F2
CBUS transaction

Class A Common Stock

Award

Transaction value
Shares
+1,143,949
Change %
+94855%
Price
Shares after
1,145,155
Date
31 May 2023
Ownership
See footnote
Footnotes
F1, F2, F3
CBUS transaction

Class A Common Stock

Award

Transaction value
Shares
+118,893
Change %
+10%
Price
Shares after
1,264,048
Date
31 May 2023
Ownership
See footnote
Footnotes
F1, F2, F4
CBUS transaction

Class A Common Stock

Award

Transaction value
Shares
+13,405
Change %
+1.1%
Price
Shares after
1,277,453
Date
31 May 2023
Ownership
See footnote
Footnotes
F1, F2, F5
CBUS transaction

Class B Common Stock

Award

Transaction value
Shares
+1,505,967
Change %
Price
Shares after
1,505,967
Date
31 May 2023
Ownership
See footnote
Footnotes
F4, F6
CBUS transaction

Class B Common Stock

Award

Transaction value
Shares
+12,048
Change %
+0.8%
Price
Shares after
1,518,015
Date
31 May 2023
Ownership
See footnote
Footnotes
F5, F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CBUS transaction Derivative

Cibus Global Common Units

Award

Transaction value
Shares
+1,505,967
Change %
Price
Shares after
1,505,967
Date
31 May 2023
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
1,505,967
Exercise price
Footnotes
F4, F7, F8
CBUS transaction Derivative

Cibus Global Common Units

Award

Transaction value
Shares
+12,048
Change %
+0.8%
Price
Shares after
1,518,015
Date
31 May 2023
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
12,048
Exercise price
Footnotes
F5, F7, F8
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote F1

Represents shares of Class A Common Stock received as consideration in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated January 13, 2023, as amended by the First Amendment to the Merger Agreement, dated April 14, 2023 (as amended, the "Merger Agreement"), by and among Cibus, Inc. (formerly Calyxt, Inc.) (the "Issuer", and prior to the closing of the transactions contemplated by the Merger Agreement, "Calyxt"), Calypso Merger Subsidiary, LLC, Cibus Global, LLC ("Cibus Global") and certain blocker entities party thereto.

Footnote F2

Gives effect to the 1-for-5 reverse stock split of Calyxt's common stock on May 31, 2023. On the closing date, the closing price of Calyxt's common stock was $6.30. Upon closing, Calyxt was renamed "Cibus, Inc.", the Issuer's Amended and Restated Certificate of Incorporation was amended such that the Issuer had two classes of common stock (Class A Common Stock and Class B Common Stock), and Calyxt's existing common stock remained as Class A Common Stock.

Footnote F3

Held of record by New Ventures I Holdings, LLC, established by private funds managed by BV Partners, LLC, for which the reporting person serves as one of two managing members. The reporting person holds direct voting and dispositive power over the shares held by the funds managed by BV Partners, LLC. The reporting person disclaims beneficial ownership of the shares held by such private funds except to the extent of his pecuniary interest therein.

Footnote F4

Held of record by New Ventures Agtech Solutions, LLC, whose Managing Member is New Ventures Agtech Solutions Manager, LLC. The sole member of New Ventures Agtech Solutions Manager, LLC is Vantage Consulting Group, Inc., for which the reporting person serves as Executive Vice President. The reporting person is a managing member of New Ventures Agtech Solutions Manager, LLC and shares voting and dispositive power.

Footnote F5

Held of record by Delta III Partners, LLC, for which the reporting person serves as a managing member and shares voting and dispositive power.

Footnote F6

Represents shares of Class B Common Stock received as consideration in connection with the Merger Agreement, with the number of such shares of Class B Common Stock equal to the number of newly issued membership units of Cibus Global ("Cibus Global Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated by the Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus Global, with the Issuer's only material asset consisting of Cibus Global Common Units.

Footnote F7

The Cibus Global Common Units, together with the Class B Common Stock (collectively, "Up-C Units") are generally exchangeable by the reporting person for shares of Class A Common Stock on a one-for-one basis, or, subject to certain restrictions, the cash equivalent with respect to all or a portion thereof, based on a volume-weighted average price of a share of Class A Common Stock pursuant to the terms of the Exchange Agreement, dated May 31, 2023, by and among the Issuer, Cibus Global, and the Up-C Unit holders.

Footnote F8

Represents Cibus Global Common Units received as consideration in connection with the Merger Agreement.

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