Statement of Changes in Beneficial Ownership (4)
August 21 2017 - 4:33PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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0.5
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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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1. Name and Address of Reporting Person
*
Needle Michael N
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2. Issuer Name
and
Ticker or Trading Symbol
AVEO PHARMACEUTICALS INC
[
AVEO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Medical Officer
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(Last)
(First)
(Middle)
C/O AVEO PHARMACEUTICALS, INC., ONE BROADWAY, 14TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2017
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/17/2017
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J
(1)
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25907
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D
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$0.00
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25906
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrants (right to buy)
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$1.00
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8/17/2017
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J
(1)
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25907
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(2)
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5/17/2021
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Common Stock
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25907
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$0.00
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25906
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D
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Stock Option (right-to-buy)
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$1.07
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8/17/2017
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J
(3)
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205729
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(4)
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2/3/2025
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Common Stock
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205729
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$0.00
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500000
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D
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Stock Option (right to buy)
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$1.08
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8/17/2017
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J
(5)
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67889
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(6)
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1/7/2026
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Common Stock
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67889
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$0.00
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184000
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D
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Explanation of Responses:
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(1)
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On August 17, 2017, Michael Needle entered into a marital settlement agreement with his wife pursuant to which he agreed to transfer to his wife 50% of his common stock and warrants.
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(2)
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The warrants are immediately exercisable.
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(3)
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Under the marital settlement agreement, Dr. Needle is deemed to hold 205,729 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
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(4)
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This option vested as to 25% of the shares on January 9, 2016 and vests in thirty-six equal monthly installments thereafter as to the remaining shares through January 9, 2019, subject to Dr. Needle's continued service to the Company.
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(5)
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Under the marital settlement agreement, Dr. Needle is deemed to hold 67,889 of these options for the benefit of his wife, who is entitled to the shares issued upon exercise of such options by Dr. Needle. Dr. Needle's wife may be deemed an indirect beneficial owner of these options.
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(6)
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The shares underlying this option vest in equal monthly installments from January 7, 2016, through January 7, 2020, subject to Dr. Needle's continued service to the Company.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Needle Michael N
C/O AVEO PHARMACEUTICALS, INC.
ONE BROADWAY, 14TH FLOOR
CAMBRIDGE, MA 02142
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Chief Medical Officer
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Signatures
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/s/ Michael N. Needle
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8/21/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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