Sec Form 4 Filing - SCHULER JACK W @ YIELD10 BIOSCIENCE, INC. - 2023-05-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SCHULER JACK W
2. Issuer Name and Ticker or Trading Symbol
YIELD10 BIOSCIENCE, INC. [ YTEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 N. FIELD DRIVE, SUITE 360
3. Date of Earliest Transaction (MM/DD/YY)
05/05/2023
(Street)
LAKE FOREST, IL60045
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/05/2023 P 335,570 ( 1 ) A $ 2.98 ( 1 ) 962,956 I By Jack W. Schuler Living Trust ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants $ 2.98 05/05/2023 P 335,570 11/05/2023 11/05/2028 Common Stock 335,570 ( 3 ) $ 2.98 ( 3 ) 335,570 I By Jack W. Schuler Living Trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHULER JACK W
100 N. FIELD DRIVE
SUITE 360
LAKE FOREST, IL60045
X
Signatures
/s/ Jack W. Schuler 05/09/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities comprise 335,570 shares of Common Stock purchased from the Issuer by the Jack W. Schuler Living Trust on May 5, 2023 for $2.98 per share, pursuant to a Securities Purchase Agreement, dated May 3, 2023 (the "Purchase Agreement"), by and among the Issuer and certain investors named therein (the "Investors").
( 2 )Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust (the "Living Trust"), and in such capacity may be deemed to beneficially own the Common Stock and Warrants held by the Living Trust.
( 3 )In a concurrent private placement effected pursuant to the Purchase Agreement, on May 5, 2023 the Issuer issued to the Investors Warrants to purchase one share of Common Stock at an exercise price of $2.98 per share for each share of Common Stock purchased pursuant to the Purchase Agreement. The reported securities comprise 335,570 Warrants so issued to the Jack W. Schuler Living Trust. The Warrants will be exercisable beginning six months from the date of issuance and will terminate five years from such initial exercisability date.

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* 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).

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