Sec Form 4 Filing - Xu Peixin @ XYNOMIC PHARMACEUTICALS HOLDINGS, INC. - 2019-05-15

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
Xu Peixin
2. Issuer Name and Ticker or Trading Symbol
XYNOMIC PHARMACEUTICALS HOLDINGS, INC. [ XYN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Dir. & 10% more owner
(Last) (First) (Middle)
SUITE 3306, K. WAH CENTRE,, 1010 MIDDLE HUAIHAI ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2019
(Street)
SHANGHAI, F4200031
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, par value $0.0001 per share 05/15/2019 P( 1 ) 108,980 ( 1 ) A 1,628,580 I See Footnote ( 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
Warrants $ 11.5 05/15/2019 P( 1 ) 25,000 05/15/2019 05/15/2024 Common Stock 25,000 ( 2 ) $ 11.5 ( 1 ) 225,937 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Xu Peixin
SUITE 3306, K. WAH CENTRE,
1010 MIDDLE HUAIHAI ROAD
SHANGHAI, F4200031
Former Dir. & 10% more owner
Signatures
/s/ Peixin Xu 05/21/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of a business combination with Xynomic Pharmaceuticals, Inc. (the "Closing"), Bison Capital Holding Company Limited, a Cayman Islands company ("Bison Capital"), (A) purchased 13,793 shares (the "Backstop Shares") of common stock of Bison Capital Acquisition Corp., a Delaware corporation (now known as Xynomic Pharmaceuticals Holdings, Inc., the "Company"), par value $0.001 per share pursuant to a Backstop and Subscription Agreement dated May 1, 2019 between the Company and Yiling Mark Xu; (B) converted its $500,000 promissory notes issued by the Company into 55,000 common shares and 25,000 warrants, each exercisable to purchase one share of common stock at $11.50 per whole share; and (C) received 40,187 common shares upon the exchange of its rights immediately outstanding prior to the Closing.
( 2 )Pursuant to the promissory note and warrant agreement, each unit consists of one share; each whole warrant entitles the holder to one common share exercisable at $11.50 per share, expiring at the 5th anniversary of the Closing.
( 3 )Fengyun Jiang, who has 100% ownership interest in Bison Capital and is Peixin Xu's spouse, has voting and dispositive power over the shares held by such entity. Mr. Xu was the Chairman of the Company but resigned at the closing of a business combination, effective May 15, 2019.

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