Sec Form 4 Filing - Rosenberg David I. @ Peak Bio, Inc. - 2022-11-01

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
Rosenberg David I.
2. Issuer Name and Ticker or Trading Symbol
Peak Bio, Inc. [ PKBO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3350 W BAYSHORE RD., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(Street)
PALO ALTO, CA94303
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 11/01/2022 M 1,437,500 A $ 0 1,437,500 I See Footnote( 2 )
Common Stock 11/01/2022 J 77,200 A $ 0( 4 ) 1,514,700 I See Footnote( 2 )
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
Class F Common Stock ( 1 ) 11/01/2022 C 1,437,500 ( 1 ) ( 1 ) Common Stock 1,437,500 $ 0 0 I See Footnote( 2 )
Private Placement Warrants $ 11.5 11/01/2022 A( 3 ) 2,500,000 12/01/2022 11/01/2027 Common Stock 2,500,000 $ 1 2,500,000 I See Footnote( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosenberg David I.
3350 W BAYSHORE RD., SUITE 100
PALO ALTO, CA94303
X
Signatures
/s/ David I. Rosenberg 11/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 1, 2022, Ignyte Acquisition Corp. ("Ignyte" and the former name of the Issuer) consummated its initial business combination (the "Business Combination") with Peak Bio Co., Ltd., a corporation organized under the laws of the Republic of Korea. In connection with the consummation of the Business Combination, each share of Class F common stock, par value $0.0001 per share, of Ignyte automatically converted into one share of Class A common stock, par value $0.0001 per share, of the Issuer.
( 2 )These securities are held by Ignyte Sponsor LLC (the "Sponsor"). The Reporting Person is a managing member of the Sponsor and shares voting and dispositive power of the securities held by the Sponsor. Accordingly, the Reporting Person may be deemed to have or share beneficial ownership of such securities. The Reporting Person disclaim beneficial ownership of the securities held by the Sponsor, except to the extent of any pecuniary interest therein.
( 3 )The private placement warrants are reported as acquired for purposes of Section 16 of the Securities Exchange Act of 1934 concurrent with the closing of the Business Combination (the "Closing"), because, pursuant to their terms, their exercise was not within the control of the Reporting Person until the Closing. Each private placement warrant is exercisable for one share of the Issuer's Common Stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of 2,500,000 private placement warrants purchased by the Sponsor in a private placement from Ignyte simultaneously with the consummation of Ignyte's initial public offering.
( 4 )Pursuant to a Payment Agreement between Ignyte and the Sposnor entered into connection with the Business Combination, the Sponsor received these securities in a private placement in lieu of the aggregate principal amount of working capital loans owed to the Sponsor by Ignyte.

Remarks:
Exhibit 24 - Power of Attorney

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