SEC FORM 4 SEC Form 4
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*
Brewis Neil

(Last) (First) (Middle)
C/O F-STAR THERAPEUTICS, INC.
EDDEVA B920, BABRAHAM RESEARCH CAMPUS

(Street)
CAMBRIDGE X0 CB22 3AT

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
F-star Therapeutics, Inc. [ FSTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form 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)
Code V Amount (A) or (D) Price
Common Stock 11/20/2020 A 19,844(1) A $0.00 19,844 D
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 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) $0.08(2) 11/20/2020 A 6,307(3) (4) 05/07/2029 Common Stock 6,307 $0.00 6,307 D
Stock Option (right to buy) $0.08(2) 11/20/2020 A 70,312(3) (5) 07/01/2030 Common Stock 70,312 $0.00 70,312 D
Explanation of Responses:
1. Represents shares of common stock of F-star Therapeutics, Inc. (formerly Spring Bank Pharmaceuticals, Inc.) (the "Issuer") issued by the Issuer in the share exchange transaction that was completed on November 20, 2020 pursuant to the Share Exchange Agreement, dated as of July 29, 2020, by and among the issuer, F-star Therapeutics Limited ("F-star") and the holders of F-star shares, options, RSUs, and notes convertible into F-star shares.
2. The exercise price was originally in Pound Sterling and converted to U.S. Dollars using a conversion price of 0.844 according to Thomson Reuters.
3. This option was issued in replacement of an option to purchase shares of F-star Therapeutics Limited.
4. So long as Participant remains continuously a Service Provider 28% of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, May 7, 2019, and 2% of the total number of Shares under Award shall vest monthly thereafter
5. Twenty-five per cent (25%) of the total number of Shares under Award shall vest on the first anniversary of the Vesting Commencement Date, July 1, 2020, and two and one twelfth per cent (2.083%) of the total number of Shares under Award shall vest monthly thereafter, provided in each case that the Participant remains a Service Provider continuously from the Vesting Commencement Date to the relevant date.
Remarks:
/s/ Darlene Deptula-Hicks, Attorney-in-fact 11/24/2020
** 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).
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