Sec Form 4 Filing - GNI Group Ltd. @ GYRE THERAPEUTICS, INC. - 2023-10-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GNI Group Ltd.
2. Issuer Name and Ticker or Trading Symbol
GYRE THERAPEUTICS, INC. [ GYRE]
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)
10/30/2023
(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 10/30/2023 J 63,588,119 A 64,005,887 I See Remarks ( 3 )
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
GN I 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. 11/22/2023
Signature of Reporting Person Date
/s/ Branden Berns, as attorney-in-fact for GNI USA, Inc. 11/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares of common stock of the Issuer received by the Reporting Person in exchange for the shares of Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares ("CPI") and Further Challenger International Limited, a company incorporated and existing under the laws of the British Virgin Islands with company number 1982271, held by the Reporting Person pursuant to that certain Business Combination Agreement, dated as of December 26, 2022 and as amended on March 29, 2023 and August 30, 2023 (the "Business Combination Agreement"), by and among Catalyst Biosciences, Inc., a Delaware corporation,
( 2 )[cont'd from FN 1] GNI USA, Inc., a Delaware corporation ("GNI USA"), the Reporting Person, GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability, Shanghai Genomics, Inc., a company organized under the laws of the People's Republic of China, the Minority Holders (as defined therein) and CPI. Pursuant to the terms of the Business Combination Agreement, on October 30, 2023, the Issuer acquired an indirect controlling interest in Beijing Continent Pharmaceuticals Co., Ltd, a company organized under the laws of the People's Republic of China.
( 3 )These securities are held by 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.

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 Number.