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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $ 31.04 | 05/19/2021 | A | 5,101 | (2) | 05/19/2031 | Common Stock | 5,101 | (2) | 5,101 | D (1) | ||||
Non-Qualified Stock Option (right to buy) | $ 21.27 | (3) | 05/20/2030 | Common Stock | 6,152 | 6,152 | D (1) | ||||||||
Non-Qualified Stock Option (right to buy) | $ 15.59 | (4) | 05/16/2029 | Common Stock | 8,167 | 8,167 | D (1) | ||||||||
Non-Qualified Stock Option (right to buy) | $ 25.16 | (5) | 05/17/2028 | Common Stock | 5,052 | 5,052 | D (1) | ||||||||
Non-Qualified Stock Option (right to buy) | $ 4.67 | (6) | 03/02/2027 | Common Stock | 15,222 | 15,222 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PERRY MATTHEW D 44 MONTGOMERY STREET 40TH FLOOR SAN FRANCISCO, CA 94104 |
X | See Explanation of Responses |
/s/ Matthew D. Perry | 05/21/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. |
(2) | The shares subject to this option shall vest and become exercisable in equal monthly installments over the 12-month period following the date of grant (May 19, 2021), provided that the final installment will occur on the earlier of (i) the date of the next annual meeting of the Company's stockholders or (ii) the first anniversary of the date of grant of such option. |
(3) | All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 20, 2021, these options are fully exercisable. |
(4) | All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 16, 2020, these options are fully exercisable. |
(5) | These options were acquired pursuant to a grant of stock options under the Amended and Restated XOMA Corporation 2010 Long Term Incentive and Stock Award Plan (the "Plan") and were scheduled to vest and become exercisable on the one-year anniversary of the grant date of May 17, 2018. As of May 17, 2019, these options are fully exercisable. |
(6) | These options were acquired pursuant to the Plan, and were exercisable in twelve equal monthly installments, beginning one month from the vesting commencement date, which was February 15, 2017. As of February 15, 2018, these options are fully exercisable. |
(7) | Mr. Perry purchased 200,000 shares of the Issuer's 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share and liquidation preference of $25.00 per share (the "Series A Preferred Stock"), in the Issuer's public offering at the public offering price of $25.00 per share. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of the 8.625% Series A Cumulative Perpetual Preferred Stock of the Issuer (the "Certificate of Designation"). Investors in the Series A Preferred Stock generally will have no voting rights, but will have limited voting rights if the Issuer fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. |