FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 |
1. Name and Address of Reporting Person * JOHNSON & JOHNSON | 2. Issuer Name and Ticker or Trading Symbol Provention Bio, Inc. [ PRVB ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
ONE JOHNSON & JOHNSON PLAZA | 3. Date of Earliest Transaction (MM/DD/YYYY) | |
NEW BRUNSWICK, NJ 08933 | 4. If Amendment, Date Original Filed (MM/DD/YYYY) |
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 7/19/2018 | C | 2400000 | A | (1) | 2400000 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) |
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
Series A Preferred Stock | (1) | 7/19/2018 | C | 2400000 | (1) | (1) | Common Stock | 2400000 | $0 | 0 | I | By Johnson & Johnson Innovation - JJDC, Inc.(2) |
Explanation of Responses: | |
(1) | The Series A Preferred Stock had no expiration date and was automatically converted into shares of Common Stock on a 1-1 basis, for no additional consideration, immediately prior to the closing of the Issuer's initial public offering. |
(2) | The securities reported as being indirectly beneficially owned by the designated Reporting Person are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc., a wholly-owned subsidiary of the designated Reporting Person. |
Reporting Owners | |||||
Reporting Owner Name / Address | |||||
Director | 10% Owner | Officer | Other | ||
JOHNSON & JOHNSON ONE JOHNSON & JOHNSON PLAZA NEW BRUNSWICK, NJ 08933 | X | ||||
Johnson & Johnson Innovation - JJDC, Inc. 410 GEORGE STREET NEW BRUNSWICK, NJ 08901 | X |
Signatures | ||
Thomas Spellman III, Secretary of Johnson & Johnson | 7/20/2018 | |
** Signature of Reporting Person | Date | |
Kevin Norman, Assistant Secretary of Johnson & Johnson Innovation - JJDC, Inc. | 7/20/2018 | |
** 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 control number. |
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Johnson & Johnson published this content on 20 July 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 20 July 2018 14:17:02 UTC