Filing Details
- Accession Number:
- 0000950170-24-027095
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-03-06 15:42:31
- Reporting Period:
- 2024-02-16
- Accepted Time:
- 2024-03-06 15:42:31
- SEC Url:
- Form 4 Filing
Issuer
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 200406 | Johnson & Johnson | One Johnson &Amp; Johnson Plaza New Brunswick NJ 08933 | No | No | No | No | |
| 924020 | Johnson & Johnson Innovation - Jjdc, Inc. | 410 George Street New Brunswick NJ 08901 | No | No | No | 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 | 2024-02-16 | 607,725 | $0.16 | 4,103,300 | No | 4 | X | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Disposition | 2024-02-16 | 3,725 | $25.81 | 4,099,575 | No | 4 | S | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 158 | $0.24 | 4,099,733 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 189 | $0.24 | 4,099,922 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 165 | $0.24 | 4,100,087 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 118 | $0.24 | 4,100,205 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 71 | $0.24 | 4,100,276 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 23 | $0.24 | 4,100,299 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 85 | $0.24 | 4,100,384 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 758 | $0.24 | 4,101,142 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 489 | $0.24 | 4,101,631 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 584 | $0.24 | 4,102,215 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 300 | $0.24 | 4,102,515 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 442 | $1.19 | 4,102,957 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 142 | $1.19 | 4,103,099 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 252 | $3.96 | 4,103,351 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Common Stock | Acquisiton | 2024-02-29 | 79 | $5.14 | 4,103,430 | No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | X | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | S | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
| No | 4 | M | Indirect | By Johnson & Johnson Innovation - JJDC, Inc. |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Warrant to Purchase Common Stock | Disposition | 2024-02-16 | 607,225 | $0.00 | 607,225 | $0.16 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 158 | $0.00 | 158 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 189 | $0.00 | 189 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 165 | $0.00 | 165 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 118 | $0.00 | 118 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 71 | $0.00 | 71 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 23 | $0.00 | 23 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 85 | $0.00 | 85 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 758 | $0.00 | 758 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 489 | $0.00 | 489 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 584 | $0.00 | 584 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 300 | $0.00 | 300 | $0.24 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 442 | $0.00 | 442 | $1.19 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 142 | $0.00 | 142 | $1.19 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 252 | $0.00 | 252 | $3.96 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2024-02-29 | 79 | $0.00 | 79 | $5.14 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | X | Indirect | ||
| 0 | 2024-11-18 | No | 4 | M | Indirect | |
| 0 | 2025-08-06 | No | 4 | M | Indirect | |
| 0 | 2025-08-06 | No | 4 | M | Indirect | |
| 0 | 2025-08-06 | No | 4 | M | Indirect | |
| 0 | 2025-08-06 | No | 4 | M | Indirect | |
| 0 | 2025-08-06 | No | 4 | M | Indirect | |
| 0 | 2025-11-09 | No | 4 | M | Indirect | |
| 0 | 2027-02-01 | No | 4 | M | Indirect | |
| 0 | 2027-02-01 | No | 4 | M | Indirect | |
| 0 | 2028-02-15 | No | 4 | M | Indirect | |
| 0 | 2028-02-15 | No | 4 | M | Indirect | |
| 0 | 2028-11-28 | No | 4 | M | Indirect | |
| 0 | 2028-11-28 | No | 4 | M | Indirect | |
| 0 | 2029-12-05 | No | 4 | M | Indirect | |
| 0 | 2031-01-04 | No | 4 | M | Indirect |
Footnotes
- The securities reported as being indirectly beneficially owned by Johnson & Johnson, the designated Reporting Person, are directly beneficially owned by Johnson & Johnson Innovation - JJDC, Inc. ("JJDC"), a wholly-owned subsidiary of Johnson & Johnson.
- On February 16, 2024, JJDC exercised the Warrant to purchase 607,725 shares of Common Stock and paid the exercise price (adjusted per the net exercise terms of the Warrant) on a cashless basis, resulting in the withholding of 3,725 of the Warrant shares to pay the exercise price and issuance to JJDC of the remaining 604,000 shares.
- The Warrant became exercisable for Common Stock upon the closing of the Issuer's initial public offering and was to expire on the earlier of (i) an acquisition or asset transfer involving the Issuer or (ii) 180 days after receipt of the data from the post-market stage of the Issuer's BeAT-HF pivotal trial.
- The Warrant was transferred to JJDC from Biosense Webster, Inc., also a wholly-owned subsidiary of Johnson & Johnson, on February 14, 2024.
- Fully vested.
- 174 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
- 316 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
- 506 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
- 1,185 options previously reported as issued and held by JJDC were previously canceled by the Issuer for no value.
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