01/30/2026 | Press release | Distributed by Public on 01/30/2026 17:39
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $15 | 01/28/2026 | M | 30,000 | (4) | 03/22/2026 | Common Stock | 30,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $9.7 | 01/28/2026 | M | 15,000 | (5) | 06/08/2027 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $12.5 | 01/28/2026 | M | 15,000 | (6) | 06/21/2028 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $3.61 | 01/28/2026 | M | 15,000 | (7) | 06/20/2029 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $2 | 01/28/2026 | M | 15,000 | (8) | 03/19/2030 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $3.27 | 01/28/2026 | M | 15,000 | (9) | 06/09/2030 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $2.74 | 01/28/2026 | M | 15,000 | (10) | 06/15/2031 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $2.6 | 01/28/2026 | M | 15,000 | (11) | 09/09/2031 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $0.9899 | 01/28/2026 | M | 15,000 | (12) | 06/15/2032 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $0.965 | 01/28/2026 | M | 15,000 | (13) | 08/11/2032 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $2.49 | 01/28/2026 | M | 15,000 | (14) | 06/15/2033 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $1.64 | 01/28/2026 | M | 15,000 | (15) | 12/06/2033 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Stock Option (Right to Buy) | $2.12 | 01/28/2026 | M | 15,000 | (16) | 06/13/2024 | Common Stock | 15,000 | $ 0 | 0 | D(1) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Thompson Peter A. C/O CORVUS PHARMACEUTICALS, INC. 901 GATEWAY BOULEVARD, THIRD FLOOR SOUTH SAN FRANCISCO, CA 94080 |
X | X | ||
| /s/ Peter A. Thompson | 01/30/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to an agreement with OrbiMed Advisors LLC ("OrbiMed Advisors") and OrbiMed Capital GP V LLC ("GP V"), the Reporting Person is obligated to transfer any securities issued under any such stock options or other awards, or the economic benefit thereof, to OrbiMed Advisors and GP V, which will in turn ensure that such securities or economic benefits are provided to OrbiMed Private Investments V, LP ("OPI V"). As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. This report shall not be deemed an admission that the Reporting Person is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
| (2) | These securities are held of record by OPI V. GP V is the general partner of OPI V, and OrbiMed Advisors, a registered investment adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP V. By virtue of such relationships, GP V and OrbiMed Advisors may be deemed to have voting and investment power with respect to the securities held by OPI V noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. OrbiMed Advisors exercises this investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI V. The Reporting Person is a member of Advisors. |
| (3) | Each of the Reporting Person, OrbiMed Advisors, and GP V disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. |
| (4) | The underlying shares subject to the option vest and become exercisable as to one-third (1/3rd) of the shares subject to the option on each annual anniversary measured from March 22, 2016, subject to the Reporting Person's continued service relationship with the Issuer on each such vesting date. |
| (5) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2018 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (6) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2019 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (7) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2020 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (8) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the first anniversary of the grant date. |
| (9) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2021 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (10) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2022 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (11) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the first anniversary of the grant date. |
| (12) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2023 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (13) | The underlying shares subject to the option vest and become exercisable as to one-twelfth (1/12th) of the shares subject to the option in successive, equal monthly installments measured from August 11, 2022, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date. |
| (14) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2024 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |
| (15) | The underlying shares subject to the option vest and become exercisable as to one-twelfth (1/12th) of the shares subject to the option in successive, equal monthly installments measured from December 6, 2023, subject to Reporting Person's continued service relationship with the Issuer on each such vesting date. |
| (16) | The underlying shares subject to the option vest and become exercisable as to 100% of the total number of shares subject to the option on the earlier of (i) the first anniversary of the grant date or (ii) the date of the 2025 Annual Meeting of the Issuer's stockholders, assuming continuous service as a director until such vesting date. |