Filing Details
- Accession Number:
- 0001062993-23-009310
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-18 20:57:49
- Reporting Period:
- 2023-04-14
- Accepted Time:
- 2023-04-18 20:57:49
- SEC Url:
- Form 4 Filing
Issuer
Cik | Name | Symbol | Sector (SIC) | IRS No |
---|---|---|---|---|
1695357 | Provention Bio Inc. | PRVB | () | DE |
Insiders
Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
---|---|---|---|---|---|---|---|
1595849 | Sessa Capital Im, L.p. | 888 Seventh Avenue, 30Th Floor New York NY 10019 | No | No | Yes | No | |
1618360 | Sessa Capital (Master), L.p. | 888 Seventh Avenue, 30Th Floor New York NY 10019 | No | No | Yes | No | |
1618699 | Sessa Capital Gp, Llc | 888 Seventh Avenue, 30Th Floor New York NY 10019 | No | No | Yes | No | |
1618700 | Sessa Capital Im Gp, Llc | 888 Seventh Avenue, 30Th Floor New York NY 10019 | No | No | Yes | No | |
1618702 | John Petry | 888 Seventh Avenue, 30Th Floor New York NY 10019 | No | No | Yes | No |
Reported Non-Derivative Transactions
Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|---|---|---|---|---|---|
Common Stock | Acquisiton | 2023-04-14 | 8,879,023 | $6.00 | 17,758,046 | No | 4 | X | Direct | |
Common Stock | Disposition | 2023-04-14 | 2,190,549 | $24.32 | 15,567,497 | No | 4 | S | Direct |
Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
---|---|---|---|---|
No | 4 | X | Direct | |
No | 4 | S | Direct |
Reported Derivative Transactions
Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
---|---|---|---|---|---|---|---|
Common Stock | Warrants | Disposition | 2023-04-14 | 8,879,023 | $0.00 | 8,879,023 | $6.00 |
Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
---|---|---|---|---|---|---|
0 | 2022-07-13 | 2027-07-13 | No | 4 | X | Direct |
Reported Non-Derivative Holdings
Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
---|---|---|---|
Common Stock | 426,931 | Direct |
Footnotes
- The Reporting Persons exercised these warrants on a "cashless" basis, pursuant to the terms of the warrant to purchase stock, resulting in Provention Bio, Inc. withholding 2,190,549 shares of Common Stock and issuing the remaining 6,688,474 shares of Common Stock to Sessa Capital (Master), L.P. The disposition of the warrants and the resulting issuance of the net shares of Common Stock were exempt under Rule 16b-6(b) under the Securities Exchange Act of 1934, as amended.
- These securities of Provention Bio, Inc. are beneficially owned by (i) Sessa Capital (Master), L.P. (the "Fund"), as a result of direct beneficial ownership of the securities, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P. indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Each of the Reporting Persons and Mr. Petry disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
- Calculated based on the closing price or last reported sale price of a share of Common Stock for the business day immediately prior to the date of the warrant exercise.
- Held directly by Mr. Petry.