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 |
|
| ||||||||||||||||||||||||||||||
|
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) |
||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Redeemable Warrants | (3) | (4) | Ordinary Shares | 265,000 (1) | $ 11.5 | I | by Coronado Biosciences, Inc. (2) |
Right to Receive Ordinary Shares | (5) | (6) | Ordinary Shares | 265,000 (1) | $ (5) | I | by Coronado Biosciences, Inc. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ROSENWALD LINDSAY A MD C/O CB PHARMA ACQUISITION CORP. 24 NEW ENGLAND EXECUTIVE PARK, SUITE 105 BURLINGTON, MA 01803 |
X | X | Co-Chairman and CEO | |
CORONADO BIOSCIENCES INC 24 NEW ENGLAND EXECUTIVE PARK BURLINGTON, MA 01803 |
X |
/s/ Lindsay A. Rosenwald | 12/12/2014 | |
**Signature of Reporting Person | Date |
* | 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) | Includes securities underlying 265,000 units of the Issuer to be purchased by Coronado Biosciences, Inc. which Coronado Biosciences, Inc. irrevocable committed to purchase prior to the effective date of the registration statement relating to the issuer's initial public offering ("IPO"). Each unit ("Unit") consists of one ordinary share, one right ("Right") to receive one-tenth of one ordinary share upon consummation of the Issuer's initial business combination, and one redeemable warrant ("Warrant") to purchase one half of one ordinary share upon the later of the consummation of the Issuer's initial business combination and 12 months from the effective date of the registration statement relating to the IPO. The purchase is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's IPO. |
(2) | Mr. Rosenwald is the Chairman, President and Chief Executive Officer of Coronado Biosciences, Inc., and as such, controls the voting and disposition of such shares. Mr. Rosenwald disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Rosenwald is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
(3) | The warrants will become exercisable on the later of the completion of an initial business combination and 12 months from the effective date of the registration statement relating to the Issuer's IPO. |
(4) | The warrants shall expire five years after the completion of an initial business combination, or earlier upon redemption. |
(5) | Each Right entitles the holder to receive one-tenth (1/10) of one of the Issuer's ordinary shares upon consummation of the Issuer's initial business combination. |
(6) | If the Issuer fails to consumate an initial business combination within eighteen (18) months from the closing of the Issuer's IPO, the Issuer will be dissolved and the Rights will expire worthless. |