| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Armata Pharmaceuticals, Inc. [ ARMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/27/2020 | P | 7,717,661 | A | $2.87 | 8,710,800(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants to Acquire Common Stock | $2.87 | 03/27/2020 | P | 7,717,661 | 03/27/2020 | 03/27/2025 | Common Stock | 7,717,661 | $2.87 | 8,710,800(1) | D | ||||
| Explanation of Responses: |
| 1. See Exhibit 99.1. |
| /s/ Geoffrey Hulme, Authorized Person | 03/31/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
Explanation of Responses
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(1)
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As previously disclosed on Statement of Beneficial Ownership on Schedule 13D, as filed by Innoviva, Inc. (the “Reporting Person”) with the Securities and Exchange Commission on February 14, 2020 (the “Schedule
13D”) with respect to shares of common stock, $0.01 par value per share (“Common Stock”) of Armata Pharmaceuticals, Inc., a Washington corporation (the “Issuer”) and warrants to acquire additional shares of Common Stock of the Issuer, which
are exercisable for a period of five years from the date of issuance (“Warrants”), on January 27, 2020, the Reporting Person entered into that certain Securities Purchase Agreement with the Issuer (the “Purchase Agreement”), pursuant to
which the Issuer agreed to issue and sell to the Reporting Person, in a private placement, up to 8,710,800 newly issued shares of Common Stock and Warrants to purchase up to 8,710,800 shares of Common Stock, with an exercise price per share
of $2.87. On February 12, 2020 and in connection with the first closing under the Purchase Agreement, the Issuer issued 993,139 shares of Common Stock and Warrants to acquire additional 993,139 shares of Common Stock of the Issuer (the
“First Issuance”). As previously disclosed on the Schedule 13D, as a result of, and immediately following, the First Issuance, the Reporting Person beneficially owned approximately 16.7% of the shares of Common Stock. On March 27, 2020,
the Issuer issued to the Reporting Person 7,717,661 shares of Common Stock and Warrants to acquire additional 7,717,661 shares of Common Stock of the Issuer (the “Second Issuance”). As a result of the Second Issuance, the percentage
beneficial ownership of the Reporting Person in the Issuer increased from approximately 16.7% to approximately 63.7% and the Reporting Person beneficially owns 17,421,600 Shares as of the date of this filing.
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