Riggs Rory B's Form 4/A amendment
AmendedCibus, Inc. (CBUS) · filed Jun 15, 2023
- Accession no.
- 0000899243-23-015608
- Filed
- Jun 15, 2023
- Rule 10b5-1 plan
- Not checked
- Original filed
- Jun 2, 2023
This filing lists no transactions. It carries over 13 transactions from the original filing that it did not restate. Open-market purchases total $31.5K.
This amendment restates part of 0000899243-23-014329 (filed Jun 2, 2023). The transactions it did not restate still count and are listed below.
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.
This filing has no transactions of this kind.
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0000899243-23-014329 (filed Jun 2, 2023).
Non-derivative securities (Table I)
| 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)
| 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 on the original
The footnotes that the prices of these transactions refer to on the original filing.
- 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.
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
The reporting person disclaims beneficial ownership of the securities held with respect to his sister, Robin Riggs.
- F2
Represents the removal of 5,401 shares held with Robin Riggs, as reported on line 4 of Table I on the original Form 4 filed on June 2, 2023 (the "Original Form 4"), from the reporting person's total beneficial ownership of shares of Class A Common Stock.
- F3
Represents the removal of 9,600 shares held by Robin Riggs, as reported on line 5 of Table I on the Original Form 4, from the reporting person's total beneficial ownership of shares of Class A Common Stock.
Remarks
This Form 4/A (this "Amendment") is being filed to correct the Original Form 4, which inadvertently attributed to the reporting person certain securities issued on May 31, 2023 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, by and among Cibus, Inc. (formerly Calyxt, Inc.), Calypso Merger Subsidiary, LLC, Cibus Global, LLC and certain blocker entities party thereto. The Original Form 4 erroneously referred to Robin Riggs as the reporting person's spouse, instead of the reporting person's sibling. The reporting person disclaims beneficial ownership of the securities held with respect to Robin Riggs. This Amendment is also being filed to show the corrected total shares of Class A Common Stock owned by the reporting person following removal of the shares held with respect to Robin Riggs. All other information in the Original Form 4 remains accurate.