Initial Statement of Beneficial Ownership (3)
28 Marzo 2022 - 2:13PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Landau Jeffrey B |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/23/2022
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3. Issuer Name and Ticker or Trading Symbol
CytomX Therapeutics, Inc. [CTMX]
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(Last)
(First)
(Middle)
C/O CYTOMX THERAPEUTICS, INC., 151 OYSTER POINT BLVD., SUITE 400 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Business Officer / |
(Street)
SOUTH SAN FRANCISCO, CA 94080
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 4500 | I | Fidelity Traditional IRA |
Common Stock | 3180 | I | Schwab ROTH IRA |
Common Stock | 18641 (1)(2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 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 |
Stock Option (Right to Buy) | (3) | 4/11/2031 | Common Stock | 275000 | $6.74 | D | |
Stock Option (Right to Buy) | (4) | 10/23/2031 | Common Stock | 30000 | $5.34 | D | |
Performance Stock Units (PSUs) | (5) | (5) | Common Stock | 22500 | (5) | D | |
Stock Option (Right to Buy) | (6) | 2/1/2032 | Common Stock | 97644 | $4.13 | D | |
Explanation of Responses: |
(1) | Includes 16,274 restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/4th of the RSUs vest annually on March 15 of each year, with the first 1/4th vesting on March 15, 2023, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date. |
(2) | Includes 2,367 shares under the CytomX Therapeutics Employee Stock Purchase Plan. |
(3) | 25% of the shares subject to the option vest on the one-year anniversary measured from April 12, 2021 (the "Vesting Commencement Date"), and 1/48 monthly thereafter such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. |
(4) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from October 24, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. |
(5) | Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon achievement of a certain performance-based milestone within 1 year from grant date and 50% of the PSUs vest upon achievement of a certain performance-based milestone within 2 years from grant date. |
(6) | 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Landau Jeffrey B C/O CYTOMX THERAPEUTICS, INC. 151 OYSTER POINT BLVD., SUITE 400 SOUTH SAN FRANCISCO, CA 94080 |
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| Chief Business Officer |
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Signatures
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/s/ Lloyd Rowland, as Attorney-in-Fact for Jeffrey B Landau | | 3/28/2022 |
**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 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). |
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 control number. |
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