Sec Form 4 Filing - GNI Group Ltd. @ CATALYST BIOSCIENCES, INC. - 2023-08-31

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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
GNI Group Ltd.
2. Issuer Name and Ticker or Trading Symbol
CATALYST BIOSCIENCES, INC. [ CBIO]
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)
NIHONBASHI-HONCHO YS BLDG 3F, 2-2-2 NIHONBASHI-HONCHO, CHUO-KU
3. Date of Earliest Transaction (MM/DD/YY)
08/31/2023
(Street)
TOKYO, M0103-0023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Series Y Preferred Stock 08/31/2023 D 895.217 ( 1 ) ( 2 ) D 0 D ( 3 ) ( 4 )
Series Y Preferred Stock 08/31/2023 D 5,371.303 ( 1 ) ( 2 ) D 0 D ( 5 ) ( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GNI Group Ltd.
NIHONBASHI-HONCHO YS BLDG 3F
2-2-2 NIHONBASHI-HONCHO, CHUO-KU
TOKYO, M0103-0023
X
GNI Hong Kong Ltd
12/F ELITE CENTRE
22 HUNG TO ROAD
KWUN TONG KL, K3
X
Signatures
/s/ Branden Berns, as attorney-in-fact for GNI Group Ltd. 09/01/2023
Signature of Reporting Person Date
/s/ Branden Berns, as attorney-in-fact for GNI Hong Kong Ltd 09/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 20, 2023, the Company's board of directors (the "Board") declared a dividend of one one-thousandth of a share of Series Y Preferred Stock, par value $0.001 per share (the "Preferred Stock"), for each outstanding share of common stock to common stockholders of record at 5:00 p.m. Eastern Time on June 30, 2023, in a transaction exempt from Section 16 under Rule 16a-9. The shares of Preferred Stock were distributed on June 30, 2023. As a result, the Reporting Person received the shares of Preferred Stock set forth above. The Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.
( 2 )On August 31, 2023, the Company filed, as approved by the Board, a certificate of elimination with the Secretary of State of the State of Delaware pursuant to which the outstanding shares of the Preferred Stock were eliminated.
( 3 )These securities are held by GNI Group Ltd. ("GNI Japan").
( 4 )GNI Hong Kong Ltd. ("GNI HK") disclaims beneficial ownership of the securities held by GNI Japan for purposes of Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein.
( 5 )These securities are held by GNI HK.
( 6 )GNI HK, through GNI Japan-affiliated entities, is a wholly-owned subsidiary of GNI Japan. GNI Japan may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the securities held by GNI HK and, therefore, a "ten percent holder" hereunder.

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