Sec Form 3 Filing - PERRY MICHAEL S @ Avita Therapeutics, Inc. - 2020-06-30

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
PERRY MICHAEL S
2. Issuer Name and Ticker or Trading Symbol
Avita Therapeutics, Inc. [ RCEL]
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 AVITA THERAPEUTICS, INC., 28159 AVENUE STANFORD, SUITE 220
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2020
(Street)
VALENCIA, CA91355
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 348,239 ( 1 ) ( 2 ) 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
Stock Options (Right to Buy) ( 3 ) $ 5.99 ( 5 ) ( 4 ) 11/30/2028 Common Stock 125 ,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERRY MICHAEL S
C/O AVITA THERAPEUTICS, INC.
28159 AVENUE STANFORD, SUITE 220
VALENCIA, CA91355
X Chief Executive Officer
Signatures
/s/ Donna Shiroma, by power of attorney 07/10/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,266,125 of the Issuer's CHESS Depositary Interests ("CDIs"). CDIs are units of beneficial ownership in shares of common stock of the Issuer that are publicly traded on the Australian Securities Exchange (the "ASX") and held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. Five CDIs are equivalent to one share of Common Stock and have all the rights and privileges of Common Stock. The Reporting Person holds 1,266,125 CDIs, which translate into 253,225 of the shares of Common Stock set forth above.
( 2 )Includes 95,014 unvested Restricted Stock Units ("RSUs"), each representing a contingent right to be issued one share of Common Stock, that are subject to time-based vesting criteria. These RSUs were originally rights to receive ordinary shares of AVITA Medical, Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). Pursuant to a scheme of arrangement, completed on June 30, 2020 (the "Scheme"), the RSUs became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 100 ordinary shares of Predecessor to which the holder would otherwise have been entitled. The RSUs vest in two equal installments on June 1, 2021 and 2022.
( 3 )These Stock Options were originally exercisable for ordinary shares of Predecessor. Pursuant to the Scheme, the Stock Options became exercisable for shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 100 ordinary shares of Predecessor for which the Stock Options would otherwise be exercisable.
( 4 )These Stock Options became exercisable based on time-based vesting criteria.
( 5 )The exercise price was converted from A$8.20, which reflects the 100:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on the date of grant (November 30, 2018). The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise.

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