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Form 4 Provention Bio, Inc. For: Nov 22 Filed by: Palmer Ashleigh

November 23, 2022 9:31 PM EST

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Palmer Ashleigh

(Last) (First) (Middle)
C/O PROVENTION BIO, INC.
55 BROAD STREET, 2ND FLOOR

(Street)
RED BANK NJ 07701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Provention Bio, Inc. [ PRVB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Director and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 12.54 11/22/2022   A   80,000 (1)   11/22/2022 06/24/2029 Common Stock, par value $0.0001 80,000 $ 0 (2) 400,000 (3) D  
Explanation of Responses:
1. As previously reported on a Form 4 filed on June 25, 2019, on June 24, 2019 the Reporting Person was granted a stock option for 400,000 shares of Common Stock, 160,000 of which option shares vest in four equal annual installments commencing on June 24, 2020 and 240,000 of which option shares vest upon completion of certain performance milestones. This amount represents the vesting of 80,000 of the 240,000 performance option shares on November 22, 2022 upon the satisfaction of certain performance milestones. This Form 4 is being filed solely to report the vesting of such previously reported 80,000 option shares.
2. The stock options were granted pursuant to the Issuer's Amended and Restated 2017 Equity Incentive Plan.
3. Represents the 160,000 time-based option shares referred to in footnote (1) plus the 80,000 vested performance option shares which vested November 2, 2020 plus 80,000 vested performance option shares which vested November 10, 2020 plus the 80,000 vested performance option shares referred to in footnote (1).
/s/ Thierry Chauche, as attorney-in-fact 11/23/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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