Sec Form 4 Filing - Giljohann David A @ Max-1 Acquisition Corp - 2017-09-26

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
Giljohann David A
2. Issuer Name and Ticker or Trading Symbol
Max-1 Acquisition Corp [ XCUR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O EXICURE, INC., 8045 LAMON AVENUE, SUITE 410
3. Date of Earliest Transaction (MM/DD/YY)
09/26/2017
(Street)
SKOKIE, IL60077
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 09/26/2017 P 16,666 A $ 3 16,666 D
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
Employee Stock Option (right to buy) $ 0.65 ( 1 ) ( 2 ) 09/26/2017 A 24,824 ( 1 ) ( 2 ) 11/20/2016 11/20/2022 Common Stock 24,824 ( 1 ) ( 2 ) $ 0 ( 2 ) 24,824 D
Employee Stock Option (right to buy) $ 0.65 ( 1 ) ( 2 ) 09/26/2017 A 24,824 ( 1 ) ( 2 ) 12/31/2016 12/31/2022 Common Stock 24,824 ( 1 ) ( 2 ) $ 0 ( 2 ) 24,824 D
Employee Stock Option (right to buy) $ 0.65 ( 1 ) ( 2 ) 09/26/2017 A 248,372 ( 1 ) ( 2 ) ( 3 ) 01/29/2024 Common Stock 248,372 ( 1 ) ( 2 ) $ 0 ( 2 ) 248,372 D
Employee Stock Option (right to buy) $ 1.03 ( 1 ) ( 2 ) 09/26/2017 A 347,543 ( 1 ) ( 2 ) ( 4 ) 04/28/2025 Common Stock 347,543 ( 1 ) ( 2 ) $ 0 ( 2 ) 347,543 D
Employee Stock Option (right to buy) $ 1.98 ( 1 ) ( 2 ) 09/26/2017 A 709,145 ( 1 ) ( 2 ) ( 5 ) 11/24/2025 Common Stock 709,145 ( 1 ) ( 2 ) $ 0 ( 2 ) 709,145 D
Employee Stock Option (right to buy) $ 4.21 ( 1 ) ( 2 ) 09/26/2017 A 496,489 ( 1 ) ( 2 ) ( 6 ) 01/04/2027 Common Stock 496,489 ( 1 ) ( 2 ) $ 0 496,489 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Giljohann David A
C/O EXICURE, INC.
8045 LAMON AVENUE, SUITE 410
SKOKIE, IL60077
X Chief Executive Officer
Signatures
/s/ David Snyder, attorney-in-fact 09/28/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio").
( 2 )Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio.
( 3 )This option vested 25% on January 29, 2015, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions
( 4 )This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions
( 5 )This option vests in 48 substantially equal monthly installments from November 24, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions
( 6 )This option vests in 48 substantially equal monthly installments from December 15, 2016, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions

Remarks:
Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on September 28, 2017)

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