Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 4:54PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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
*
Takimoto Chris H |
2. Issuer Name and Ticker or Trading Symbol
Forty Seven, Inc.
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FTSV
]
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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 FORTY SEVEN, INC., 1490 O'BRIEN DRIVE, SUITE A |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
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(Street)
MENLO PARK, CA 94025
(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 | 4/1/2020 | | M | | 49627 | A | $2.015 | 53533 (1) | D | |
| Common Stock | 4/1/2020 | | M | | 8333 | A | $4.8825 | 61866 | D | |
| Common Stock | 4/1/2020 | | M | | 7020 | A | $5.27 | 68886 | D | |
| Common Stock | 4/1/2020 | | M | | 11418 | A | $8.7575 | 80304 | D | |
| Common Stock | 4/1/2020 | | M | | 2797 | A | $35.75 | 83101 | D | |
| Common Stock | 4/1/2020 | | S | | 79195 | D | $95.42 (2) | 3906 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $2.015 | 4/1/2020 | | M | | | 49627 | 2/8/2020 | 2/25/2026 | Common Stock | 49627 | $0.00 | 58114 | D | |
| Stock Option (right to buy) | $4.8825 | 4/1/2020 | | M | | | 8333 | (3) | 8/14/2027 | Common Stock | 8333 | $0.00 | 4570 | D | |
| Stock Option (right to buy) | $5.27 | 4/1/2020 | | M | | | 7020 | (4) | 11/27/2027 | Common Stock | 7020 | $0.00 | 70398 | D | |
| Stock Option (right to buy) | $8.7575 | 4/1/2020 | | M | | | 11418 | (5) | 4/26/2028 | Common Stock | 11418 | $0.00 | 44710 | D | |
| Stock Option (right to buy) | $35.75 | 4/1/2020 | | M | | | 2797 | (6) | 12/12/2029 | Common Stock | 2797 | $0.00 | 113153 | D | |
| Explanation of Responses: |
| (1) | Includes 3,906 shares acquired under the Forty Seven, Inc. 2018 Employee Stock Purchase Plan. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.411 to $95.43, inclusive. The Reporting Person undertakes to provide the Issuer, any securityholder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| (3) | The shares subject to the option vest in a series of 48 successive equal monthly installments commencing on August 15, 2017, subject to Reporting Person's continuous service as of each such date. |
| (4) | The shares subject to the option vest in a series of 48 successive equal monthly installments commencing on November 8, 2017, subject to Reporting Person's continuous service as of each such date. |
| (5) | The shares subject to the option vest in a series of 48 successive equal monthly installments commencing on March 1, 2019, subject to Reporting Person's continuous service as of each such date. |
| (6) | The shares subject to the option vest in a series of 48 successive equal monthly installments commencing on December 13, 2019, subject to Reporting Person's continuous service as of each such date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Takimoto Chris H
C/O FORTY SEVEN, INC.
1490 O'BRIEN DRIVE, SUITE A
MENLO PARK, CA 94025 |
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| Chief Medical Officer |
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Signatures
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| /s/ John T. McKenna, Attorney-in-Fact for Chris H. Takimoto | | 4/3/2020 |
| **Signature of Reporting Person | Date |
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