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Adhera Therapeutics (ATRX)

Filed: 4 Apr 19, 6:50pm
SEC Form 4
FORM 4UNITED 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*
Phelan Nancy R.

(Last)(First)(Middle)
C/O ADHERA THERAPEUTICS, INC.
4721 EMPEROR BOULEVARD, SUITE 350

(Street)
DURHAMNC27703

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Adhera Therapeutics, Inc. [ ATRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)2. Conversion or Exercise Price of Derivative Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options to purchase common stock$0.3704/04/2019A1,500,000(1)04/04/2029common stock1,500,000$01,500,000D
Explanation of Responses:
1. Options to purchase 400,000 shares of common stock vested on April 4, 2019, options to purchase 600,000 shares of common stock shall vest in equal monthly installments over a two year period beginning on April 4, 2020, options to purchase 250,000 shares of common stock shall vest on such date (if any) that the Issuer determines that the reporting person has earned the "2019 Revenue Bonus" (as defined in the Employment Agreement dated April 4, 2019 by and between the Issuer and the reporting person (the "Employment Agreement")), and options to purchase 250,000 shares of common stock shall vest on such date (if any) that the Issuer determines that the reporting person has earned the "2019 Stock Price Bonus" (as defined in the Employment Agreement).
/s/ Nancy R. Phelan04/04/2019
** Signature of Reporting PersonDate
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.
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