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
  1. 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.
  2. 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.
  3. 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.
  4. Held directly by Mr. Petry.