3: Initial statement of beneficial ownership of securities
Published on January 5, 2016
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant (Right to Buy) | (1) | (1) | Common Stock | 25,000 | $ 2.47 | D | |
Warrant (Right to Buy) | (2) | (2) | Common Stock | 25,000 | $ 2.47 | D | |
Warrant (Right to Buy) | (3) | (3) | Common Stock | 50,000 | $ 2.47 | D | |
Warrant (Right to Buy) | (4) | (4) | Common Stock | 50,000 | $ 2.47 | D | |
Stock Option (Right to Buy) | 02/18/2015(5) | 02/18/2019(5) | Common Stock | 12,500 | $ 2.5 | D | |
Stock Option (Right to Buy) | 02/18/2016(5) | 02/18/2020(5) | Common Stock | 12,500 | $ 3 | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TERRELL JASON BRADLEY MD 1 SCOTTS RD #24-05 SHAW CENTRE SINGAPORE, U0 228208 |
Chief Medical Officer |
Signatures
/s/ Jason Terrell, M.D. | 01/01/2016 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | A total of 25,000 Common Stock Warrants are to vest, if earned, upon the Company signing a second clinical trial agreement in the United States. The Common Stock Warrants shall expire three years from the vesting date. |
(2) | A total of 25,000 Common Stock Warrants are to vest, if earned, upon the Company signing an agreement with a laboratory/group certified through the CLIA for the use of the Company's proprietary screening kits and devices for the detection of certain diseases in humans in the United States. The Common Stock Warrants shall expire three years from the vesting date. |
(3) | A total of 50,000 Common Stock Warrants are to vest, if earned, on the date the Company receives approval from the FDA for the sale and distribution in the United States of its first proprietary screening kit or device for the detection of a certain disease. The Common Stock Warrants shall expire three years from the vesting date. |
(4) | A total of 50,000 Common Stock Warrants are to vest, if earned, on the date the Company receives approval from the FDA for the sale and distribution in the United States of its second proprietary screening kit or device for the detection of a certain disease. The Common Stock Warrants shall expire three years from the vesting date. |
(5) | A total of 25,000 Stock Options were granted on August 18, 2014 under the Company's 2011 Equity Incentive Plan. The Options vest in two equal installments at 6 months and at 18 months from the date of grant, and expire four years from the vesting date. |
Remarks: The reporting person has served in a part-time capacity as the Chief Medical Officer and Head of U.S. Operations of VolitionRx Limited since March 2013, and also concurrently held positions between January 2013 and October 2015 with other publicly-held companies. The reporting person transitioned to full-time, employment status as the Chief Medical Officer and Head of U.S. Operations, and entered into an Employment Agreement, with VolitionRx Limited, effective January 1, 2016 (the indicated "Date of Event Requiring Statement"). |