Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-21-118359
Date:2021-09-20
Issuer: ASTRIA THERAPEUTICS, INC. (ATXS)
Original Submission Date:

Reporting Person:

VIOLIN JONATHAN
C/O ASTRIA THERAPEUTICS, INC.
100 HIGH STREET, FLOOR 28 BOSTON, MA 02110

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2021-09-20 J 263,321 d $0.00 0 indirect
COMMON STOCK 2021-09-20 J 263,321 a $0.00 263,321 direct
COMMON STOCK 2021-09-20 0 $0.00 0 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on september 20, 2021, lazarus life sciences i, llc ("lazarus"), a limited liability company in which the reporting person holds a profits interest, distributed all of its shares of common stock of the issuer to its beneficial owners, including 263,321 shares of common stock to the reporting person. the reporting person disclaims beneficial ownership of the securities held by lazarus, except to the extent of his pecuniary interest therein. all share numbers herein give effect to the one-for-six reverse stock split effected by the issuer on august 19, 2021.
f2 the reporting person also holds an indirect interest in viridian, llc ("viridian"), which holds warrants to purchase common stock of the issuer. each of lazarus and viridian has adopted a policy pursuant to which voting and dispositive decisions with respect to the issuer's securities require the approval of at least three of the respective entity's managers. under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. based upon the foregoing analysis, no individual manager of lazarus or viridian exercises voting or dispositive control over any of the securities of the issuer held by lazarus or viridian, respectively.
f3 based on the above, none of lazarus, viridian or the reporting person will be deemed to have or share beneficial ownership of securities of the issuer held by lazarus or viridian.
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