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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
YIELD10 BIOSCIENCE, INC. [ YTEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/03/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock | 07/03/2017 | P | 185,392(1) | A | $4(1) | 1,383,421(2)(3)(4)(5) | I | See footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock Warrants | $5.04 | 07/03/2017 | P | 185,392 | 01/07/2018 | 01/07/2024 | Common Stock | 185,392(7) | $4(7) | 485,062(8) | I | See footnote(6) |
Explanation of Responses: |
1. The reported securities include the 160,392 shares of common stock purchased by the Jack W. Schuler Living Trust and the 25,000 shares of common stock purchased by Schuler Grandchildren LLC for $4.00 per share pursuant to a Securities Purchase Agreement, dated July 3, 2017 by and among the Issuer and certain investors named therein (the "Investors"). |
2. The shares of common stock reported herein give effect to the 1-for-10 reverse stock split which became effective on May 26, 2017 in accordance with the terms of the Certificate of Amendment to the Issuer's Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 25, 2017. |
3. Mr. Schuler may be deemed to be a member of a "group" for purposes of Section 13(d) with his wife, Renate Schuler, the Schuler Family Foundation, and the Jack W. Schuler Living Trust but disclaims Section 13(d) beneficial ownership over the securities held by Ms. Schuler and the Schuler Family Foundation. |
4. Mr. Schuler has sole voting and investment power over the shares issued to Schuler Grandchildren LLC and the Jack W. Schuler Living Trust. He disclaims beneficial ownership over the shares held by Schuler Grandchildren LLC and has beneficial ownership over the shares held by the Jack W. Schuler Living Trust. |
5. The reported securities consist of 218,565 shares of common stock owned by Jack W. Schuler, 978,414 shares of common stock owned by the Schuler Family Foundation, 160,392 shares of common stock owned by the Jack W. Schuler Living Trust, and 26,050 shares of common stock owned by Schuler Grandchildren LLC (which 26,050 shares of common stock include 1,050 shares of common stock purchased on December 31, 2014). |
6. Mr. Schuler indirectly owns the reported securities through the Jack W. Schuler Living Trust and Schuler Grandchildren LLC. |
7. In a concurrent private placement, the Issuer agreed to issue to the Investors warrants to purchase one share of common stock at an exercise price of $5.04 per share for each share of common stock purchased for $4.00 per share. The reported securities include the 160,392 warrants purchased by the Jack W. Schuler Living Trust and the 25,000 warrants purchased by Schuler Grandchildren LLC. |
8. The reported securities consist of 149,835 warrants held by Jack W. Schuler, 149,835 warrants held by the Schuler Family Foundation, 160,392 warrants held by the Jack W. Schuler Living trust, and 25,000 warrants held by Schuler Grandchildren LLC. |
/s/ Jack W. Schuler | 08/01/2017 | |
** 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. |