| Accession Number: | 0001493152-23-002245 |
| Date: | 2023-01-19 |
| Issuer: | AYALA PHARMACEUTICALS, INC. (ADXS) |
| Original Submission Date: |
GOLDBERG MURRAY A
9 DEER PARK DRIVE, SUITE K-1
MONMOUTH JUNCTION, NJ 08852
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|
| 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 Exercisable | Expiration 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION | 27.21 | 2023-01-19 | deemed execution date | A | 3,279 (a) | 2028-03-20 | common stock 3,279 | $27.21 | 3,279 | direct | ||
| STOCK OPTION | 47.17 | 2023-01-19 | deemed execution date | A | 2,342 (a) | 2030-02-12 | common stock 2,342 | $47.17 | 2,342 | direct | ||
| STOCK OPTION | 55.23 | 2023-01-19 | deemed execution date | A | 1,171 (a) | 2031-06-09 | common stock 1,171 | $55.23 | 1,171 | direct | ||
| STOCK OPTION | 8.7 | 2023-01-19 | deemed execution date | A | 1,171 (a) | 2032-06-12 | common stock 1,171 | $8.70 | 1,171 | direct |
| ID | footnote |
|---|---|
| f1 | this option is fully vested and exercisable. |
| f2 | received in the merger of ayala pharmaceuticals, inc. ("old ayala") into the issuer (the "merger") in exchange for an employee stock option to acquire 17,500 shares of the common stock of old ayala for $5.10 per share. |
| f3 | received in the merger in exchange for an employee stock option to acquire 12,500 shares of the common stock of old ayala for $8.84 per share. |
| f4 | received in the merger in exchange for an employee stock option to acquire 6,250 shares of the common stock of old ayala for $10.35 per share. |
| f5 | this option vests and becomes exercisable on the earlier of (i) june 13, 2023 or (ii) one day prior to the issuer's 2023 annual meeting of stockholders, subject to the reporting person's continued service with the issuer through such vesting date. |
| f6 | received in the merger in exchange for an employee stock option to acquire 6,250 shares of the common stock of old ayala for $1.63 per share. |
