Riggs Rory B's Form 4 filing
Cibus, Inc. (CBUS) · filed Jun 2, 2023
- Accession no.
- 0000899243-23-014329
- Filed
- Jun 2, 2023
- Trade date
- May 31-Jun 1, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not checked
This filing lists 10 non-derivative transactions and 3 derivative transactions. Open-market purchases total $31.5K. It was filed 2 days after the trade.
This filing was later replaced by the amendment 0000899243-23-015608 (Jun 15, 2023). Trade tables on this site use the amended version.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Riggs Rory BCIK 0001016835 | Director, Officer (Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +848,662 | –F1,F2 | – | 848,662 | Direct | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +2,916 | –F1,F2 | – | 851,578 | Indirect | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +118,893 | –F1,F2 | – | 970,471 | Indirect | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +5,401 | –F1,F2 | – | 975,872 | Direct | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +9,600 | –F1,F2 | – | 985,472 | Indirect | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +167,992 | –F2,F6 | – | 1,153,464 | Direct | |
| Jun 1, 2023 | Class A Common Stock | PPurchaseAcquired | +1,000 | $31.50 | +$31,500 | 1,154,464 | Direct | |
| May 31, 2023 | Class B Common Stock | AGrant or awardAcquired | +1,361,226 | –F7 | – | 1,361,226 | Direct | |
| May 31, 2023 | Class B Common Stock | AGrant or awardAcquired | +20,891 | –F7 | – | 1,382,117 | Indirect | |
| May 31, 2023 | Class B Common Stock | AGrant or awardAcquired | +1,505,967 | –F7 | – | 2,888,084 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +1,361,226 | –F9 | – | 1,361,226 | Direct | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +20,891 | –F9 | – | 1,382,117 | Indirect | |
| May 31, 2023 | Class A Common Stock | AGrant or awardAcquired | +1,505,967 | –F9 | – | 2,888,084 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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") and certain blocker entities party thereto.
Referenced by the price of 5 transactions in Table I.
- 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 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.
Referenced by the price of 6 transactions in Table I.
- F6
Represents substitute awards constituting restricted shares of Class A Common Stock granted and issued pursuant to the Cibus, Inc. 2017 Omnibus Incentive Plan upon the closing of the transactions contemplated by the Merger Agreement (the "Transactions"), whereby certain Cibus restricted profits interest units previously granted to employees of Cibus were automatically cancelled and converted into the right to receive a number of restricted shares of the Class A Common Stock, subject to the same vesting schedule as was applicable to such profits interests units prior to the closing of the Transactions.
Referenced by the price of 1 transaction in Table I.
- F7
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 ("Cibus Common Units"), received by the reporting person as consideration in connection with the closing of the transactions contemplated Merger Agreement. Shares of Class B Common Stock have full voting, but no economic rights. The Issuer is the managing member of Cibus, with the Issuer's only material asset consisting of Cibus Common Units.
Referenced by the price of 3 transactions in Table I.
- F9
Represents Cibus Common Units received as consideration in connection with the Merger Agreement.
Referenced by the price of 3 transactions in Table II.