Riggs Rory B 的 Form 4/A 修正申報
修正Cibus, Inc.（CBUS），2023/6/15 申報
- 申報編號
- 0000899243-23-015608
- 申報時間
- 2023/6/15
- 10b5-1 計畫
- 沒有勾選
- 原始申報日
- 2023/6/2
這份申報沒有列出任何交易。沿用原件裡沒有重述的 13 筆交易。公開市場買進合計 $3.15 萬。
這份修正申報重述了 0000899243-23-014329（2023/6/2 申報）的一部分，沒有重述的交易仍然有效，列在下面。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Riggs Rory BCIK 0001016835 | 董事、高階主管（執行長）、持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
這份申報沒有這一類的交易。
沿用原件的交易
這份修正申報只重述了原件的一部分。原件其他的交易仍然有效，網站的交易表把它們算在這份修正申報底下。
來自 0000899243-23-014329（2023/6/2 申報）。
非衍生性證券（表 I）
| 交易日 | 證券 | 交易 | 股數 | 價格 | 金額 | 交易後持股 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +848,662 | –F1,F2 | – | 848,662 | 直接 | |
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +2,916 | –F1,F2 | – | 851,578 | 間接 | |
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +118,893 | –F1,F2 | – | 970,471 | 間接 | |
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +5,401 | –F1,F2 | – | 975,872 | 直接 | |
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +9,600 | –F1,F2 | – | 985,472 | 間接 | |
| 2023/5/31 | Class A Common Stock | A公司授予取得 | +167,992 | –F2,F6 | – | 1,153,464 | 直接 | |
| 2023/6/1 | Class A Common Stock | P買進取得 | +1,000 | $31.50 | +$31,500 | 1,154,464 | 直接 | |
| 2023/5/31 | Class B Common Stock | A公司授予取得 | +1,361,226 | –F7 | – | 1,361,226 | 直接 | |
| 2023/5/31 | Class B Common Stock | A公司授予取得 | +20,891 | –F7 | – | 1,382,117 | 間接 | |
| 2023/5/31 | Class B Common Stock | A公司授予取得 | +1,505,967 | –F7 | – | 2,888,084 | 間接 |
衍生性證券（表 II）
原件的附註
這幾筆交易的價格在原件上引用的附註。
- 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.
表 I 有 5 筆交易的價格引用這則附註。
- 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.
表 I 有 6 筆交易的價格引用這則附註。
- 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.
表 I 有 1 筆交易的價格引用這則附註。
- 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.
表 I 有 3 筆交易的價格引用這則附註。
- F9
Represents Cibus Common Units received as consideration in connection with the Merger Agreement.
表 II 有 3 筆交易的價格引用這則附註。
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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.
備註
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.