Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
(Amendment No. 1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
MABVAX THERAPEUTICS HOLDINGS, INC.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
55414P 702
(CUSIP
Number)
J.
David Hansen
c/o
MabVax Therapeutics Holdings, Inc.
11535
Sorrento Valley Road, Suite 400
San
Diego, CA 92121
858-259-9405
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January 16, 2018
(Date
of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See § 240.13d-7 for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No.55414P
702
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1
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NAME
OF REPORTING PERSONSS.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
J.
David Hansen
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATIONUnited States
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NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE
VOTING POWER
391,987
(1)
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6
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SHARED VOTING
POWER
0
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7
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SOLE
DISPOSITIVE POWER
391,987
(1)
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8
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SHARED
DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
391,987
(1)
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
4.75%
(Based on 8,049,788 shares outstanding as of January 16, 2018 as
adjusted for a 1-for-3 reverse stock split effective February 16,
2018)
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12
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TYPE
OF REPORTING PERSON
IN
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(1)
Stated, as
adjusted for a 1-for-3 reverse stock split effective February 16,
2018. Includes (i) 181,953 shares of common stock held by Mr.
Hansen, and (ii) 210,034 shares of common stock issuable upon
exercise of stock options that are vested or that will vest within
60 days. Excludes (i) 13,563 shares of common stock issuable upon
restricted stock units that will not vest within 60 days and (ii)
92,727 shares of common stock issuable upon exercise of stock
options outstanding as of January 16, 2018, that will not vest
within 60 days.
Item 1. Security and Issuer
The
title and class of equity securities to which this Schedule 13D/A
relates is common stock, par value $0.01 per share, of MabVax
Therapeutics Holdings, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive
office of the Issuer is 11535 Sorrento Valley Road, Suite 400, San
Diego, California 92121.
Item 2. Identity and Background
(a)
This statement is being filed by J. David Hansen (the
“Reporting Person”).
(b) The
Reporting Person’s business address is c/o MabVax
Therapeutics Holdings, Inc., 11535 Sorrento Valley Road, Suite 400,
92121
(c)
N/A
(d)
During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
(f)
United States
Item 3. Source and Amount of Funds or Other
Considerations
All of
the Issuer’s securities were purchased with the Reporting
Person’s personal funds or through grant by the Compensation
Committee of the Board of Directors of the Issuer of either options
to purchase common stock or restricted stock units subject to
various vesting schedules.
Item 4. Purpose of Transaction
All of
the Issuer’s securities owned by the Reporting Person have
been acquired for investment purposes only or were granted by the
Compensation Committee of the Board of Directors of the Issuer. The
Reporting Person has no present plans or proposals that relate to
or would result in any of the actions required to be described in
subsections (a) through (j) of Item 4 of Schedule 13D. The
Reporting Per
son may, at any time, review or reconsider his
position with respect to the Issuer.
Item 5. Interest in Securities of the Issuer
(a)
J. David Hansen
beneficially owns an aggregate of 391,987 shares of the
Issuer’s common stock, or 4.75% (Based on 8,049,788 shares
outstanding as of January 16, 2018 as adjusted for a 1-for-3
reverse stock split effective February 16, 2018). This represents:
(i) 181,953 shares of common stock held by Mr. Hansen, and (ii)
210,034 shares of common stock issuable upon exercise of stock
options that are vested or that will vest within 60 days. Excludes
(i) 13,563 shares of common stock issuable upon restricted stock
units that will not vest within 60 days and (ii) 92,727 shares of
common stock issuable upon exercise of stock options outstanding as
of January 16, 2018, that will not vest within 60
days.
(b)
J. David Hansen may
be deemed to hold sole voting and dispositive power over 391,987
shares of the Issuer’s common stock (1).
(1)
Stated, as adjusted
for a 1-for-3 reverse stock split effective February 16, 2018.
Includes (i) 181,953 shares of common stock held by Mr. Hansen, and
(ii) 210,034 shares of common stock issuable upon exercise of stock
options that are vested or that will vest within 60 days. Excludes
(i) 13,563 shares of common stock issuable upon restricted stock
units that will not vest within 60 days and (ii) 92,727 shares of
common stock issuable upon exercise of stock options outstanding as
of January 16, 2018, that will not vest within 60
days.
(c)
On January 8, 2018,
242,404 restricted stock units held by the Reporting Person
vested. The Reporting
Person sold shares on the following dates at the stated
prices.
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Date
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Shares (1)
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Price (1)
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1/10/2018
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36,698
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$2.88
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1/11/2018
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21,338
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$2.94
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1/12/2018
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6,194
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$2.88
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1/16/2018
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19,755
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$2.76
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(1)
Stated,
as adjusted for a 1-for-3 reverse stock split effective February
16, 2018.
(d)
Not
applicable.
(e)
The Reporting
Person ceased to be the beneficial owner of more than five percent
of the class of securities on January 16, 2018, as a result of the
Issuer having 8,049,788 shares of common stock outstanding on such
date.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The
Reporting Person is subject to the terms and conditions of the
Issuer’s Fifth Amended and Restated 2014 Employee, Director
and Consultant Equity Incentive Plan.
Item 7. Material to Be Filed as Exhibits
None.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated:
March 2, 2018
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/s/ J. David Hansen
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J.
David Hansen
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