Sec Form 3 Filing - GNI Group Ltd. @ CATALYST BIOSCIENCES, INC. - 2023-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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)
10/27/2023
(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
Common Stock 6,266,521 I See footnote ( 1 )
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
Series X Convertible Preferred Stock ( 2 ) ( 2 ) ( 3 ) Common Stock 123,400,000 I See footnote ( 1 )
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 USA, Inc.
12730 HIGH BLUFF DRIVE
SUITE 250
SAN DIEGO, CA92130
X
Signatures
/s/ Branden Berns, as attorney-in-fact for GNI Group Ltd. 10/27/2023
Signature of Reporting Person Date
/s/ Branden Berns, as attorney-in-fact for GNI USA, Inc. 10/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held by GNI USA, Inc., a Delaware corporation ("GNI USA"), which is a wholly-owned subsidiary of GNI Group Ltd., a company incorporated under the laws of Japan with limited liability ("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 USA.
( 2 )Shares of Series X Convertible Preferred Stock of the Issuer, par value $0.001 per share (the "Preferred Stock"), are convertible into shares of the Issuer's common stock at any time at the option of the holder thereof, based on the Conversion Ratio and subject to certain limitations, including the Beneficial Ownership Limitation (as such terms are defined in the Certificate of Designation for the Preferred Stock filed with the Securities and Exchange Commission as Exhibit 3.1 to the Issuer's Form 8-K filed on December 27, 2022).
( 3 )The Preferred Stock has no expiration date.

Remarks:
Exhibit 24.1 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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