Sec Form 4 Filing - Lopez Fabio @ SELLAS Life Sciences Group, Inc. - 2017-12-29

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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
Lopez Fabio
2. Issuer Name and Ticker or Trading Symbol
SELLAS Life Sciences Group, Inc. [ SLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
EQUILIBRIA CAPITAL MANAGEMENT LTD., ONE BERMUDIANA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2017
(Street)
HAMILTON, D0HM08
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 12/29/2017 A 149,766 A 149,766 I By limited liability company ( 2 )
Common Stock 12/29/2017 A 1,521,863 A 1,521,863 I By Company ( 3 )
Common Stock 12/29/2017 A 676,324 A 676,324 I By Company ( 4 )
Common Stock 12/29/2017 A 325,799 A 325,799 I By Company ( 5 )
Common Stock 12/29/2017 A 58,208 A 58,208 I By Company ( 6 )
Common Stock 12/29/2017 A 3,343 A 3,343 I By limited liability company ( 7 )
Common Stock 12/29/2017 A 3,343 A 3,343 I By Individual ( 8 )
Table II - Derivative Securi ties 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
Warrant (Right to Buy) ( 9 ) 12/29/2017 A 316,163 ( 10 ) 12/29/2022 Common Stock 316,163 $ 0 316,163 I By Company ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lopez Fabio
EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X X
EQC Private Markets SAC Fund II Ltd-EQC Biotech Sely S Fund
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
HAMILTON, D0HM08
X
EQC Private Markets SAC Fund Ltd-EQC Biotech Sely I Fund
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
HAMILTON, D0HM08
X
EQC Private Markets SAC Fund Ltd-EQC Biotech Sely II Fund`
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
EQC Private Markets II SAC Fund Ltd-EQC Biotech Sely III Fund
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
Equilibria Capital Management Ltd
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
Castilian Ltd.
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
Varibobi Financial Holdings Ltd
C/O EQUILIABRIA CAPITAL MANAGEMENT LTD.
O'HARA HOUSE, ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
Tafur Daniel
C/O EQUILIBRIA CAPITAL MANAGEMENT LTD.
ONE BERMUDIANA ROAD
HAMILTON, D0HM08
X
Signatures
Fabio Lopez, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund, Daniel Tafur, Director, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, Daniel Tafur, Director, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
Equilibria Capital Management Limited, Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
Castilian, Ltd., Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
Varibobi Financial Holdings Ltd., Fabio Lopez, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
Daniel Tafur, by /s/ Ron A. Metzger, Attorney-in-Fact 12/29/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for common shares of SELLAS Life Sciences Group, Ltd ("SELLAS") in connection with the merger of SELLAS and a wholly owned indirect subsidiary of the Issuer (then known as Galena Biopharma, Inc.) (the "Merger"). On the effective date of the Merger, each common share of SELLAS was converted into 43.9972 shares of the Issuer's common stock.
( 2 )Shares held directly by Equilibria Capital Management Limited ("Equilibria"), a Bermuda limited liability company.
( 3 )Shares held directly by EQC Private Markets SAC Fund II Ltd EQC Biotech Sely S Fund ("Sely S"), a Bermuda mutual fund company. Equilibria manages Sely S and may be deemed to beneficially hold shares held by such fund.
( 4 )Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely I Fund, ("Sely I"), a Bermuda mutual fund company. Equilibria manages Sely I and may be deemed to beneficially hold shares held by such fund.
( 5 )Shares held directly by EQC Private Markets SAC Fund Ltd EQC Biotech Sely II Fund, ("Sely II"), a Bermuda mutual fund company. Equilibria manages Sely II and may be deemed to beneficially hold shares held by such fund.
( 6 )Shares held directly by EQC Private Markets II SAC Fund Ltd EQC Biotech Sely III Fund ("Sely III"), a Bermuda mutual fund company. Equilibria manages Sely III and may be deemed to beneficially hold shares held by such fund.
( 7 )Shares held by Varibobi Financial Holdings Limited, a Cyprus limited liability company ("Varibobi"). Varibobi is an owner of Equilibria and may be deemed to beneficially hold shares beneficially owned by Equilibria. Fabio Lopez is the sole owner of Varibobi and the chief executive officer and a board member of Equilibria and may be deemed to be the indirect beneficial owner of the shares owned by Varibobi and Equilibria. Mr. Lopez disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
( 8 )Shares held directly by Daniel Tafur ("Mr. Tafur"). Mr. Tafur is chief investment officer, founder and board member of Equilibria and may be deemed to beneficially own shares beneficially owned by Equilibria. Mr. Tafur disclaims beneficial ownership of securities beneficially owned by Equilibria, except to the extent of any pecuniary interests therein.
( 9 )The exercise price per share for the warrant is equal to 105% of the volume weighted average price of the Issuer's common stock for the 30 calendar days following the closing date of the Merger.
( 10 )Immediately exercisable.

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