Mahmood Tahir Ph.D. returned 4,084,738 shares to the company, closing all direct ownership in the company (SEC Form 4)
$AMTI
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Applied Molecular Transport Inc. [ AMTI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2023 | ||||||||||||||||||||||||||
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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 | 12/27/2023 | D | 484,738 | D | (1)(2) | 0 | D | |||
| Common Stock | 12/27/2023 | D | 3,208,307 | D | (3) | 0 | I | By Living Trust(4) | ||
| Common Stock | 12/27/2023 | D | 391,693 | D | (5) | 0 | I | By Irrevocable Trust(6) | ||
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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 | ||||||||
| Stock Option (Right to Buy) | $56.61 | 12/27/2023 | D | 164,000 | (7) | 03/01/2031 | Common Stock | 164,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $8.29 | 12/27/2023 | D | 350,000 | (7) | 02/15/2032 | Common Stock | 350,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $0.34 | 12/27/2023 | D | 20,000 | (8) | 06/14/2033 | Common Stock | 20,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger dated as of September 21, 2023 (the "Merger Agreement"), by and among Cyclo Therapeutics, Inc. ("Cyclo"), Cameo Merger Sub, Inc. and the Issuer, each share of Issuer's Common Stock was converted into 0.1331 of a share of Cyclo Common Stock (the "Transaction Consideration"). |
| 2. Upon closing of the Merger, the Reporting Person received Transaction Consideration of 64,519 shares of Cyclo common stock. |
| 3. Upon closing of the Merger, the Reporting Person received Transaction Consideration of 427,026 shares of Cyclo common stock. |
| 4. These shares are held directly by the Mahmood-Shamsi Living Trust Agreement for which the Reporting Person and spouse serve as co-trustees and over which shares the Reporting Person and his spouse hold voting and dispositive power. |
| 5. Upon closing of the Merger, the Reporting Person received Transaction Consideration of 52,135 shares of Cyclo common stock. |
| 6. These shares are held directly by The Mahmood 2017 Irrevocable Trust for which the Reporting Person serves as trustee and over which shares the Reporting Person hold voting and dispositive power. |
| 7. Pursuant to the Merger Agreement, at the effective time of the merger, each outstanding option with an exercise price of $0.40 or more was cancelled effective as of the closing. |
| 8. Pursuant to the terms of the Merger Agreement, this option was exchanged for an option covering 2,662 shares of Cyclo Common Stock. |
| Remarks: |
| /s/ Brandon Hants Attorney-in-Fact for Tahir Mahmood | 12/28/2023 | |
| ** 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. | ||