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BELLICUM PHARMACEUTICALS, INC
Date Filed :
Nov 24, 2023
View Exhibits
SEC FORM 4
SEC Form 4
FORM 4
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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response:
0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person
*
BAKER BROS. ADVISORS LP
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK
NY
10014
(City)
(State)
(Zip)
2. Issuer Name
and
Ticker or Trading Symbol
BELLICUM PHARMACEUTICALS, INC
[
BLCM
]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2. Transaction Date (Month/Day/Year)
2A. Deemed Execution Date, if any (Month/Day/Year)
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
11/22/2023
X
174,742
A
$
0.0001
(1)
196,654
I
See Footnotes
(1)
(2)
(3)
(4)
Common Stock
11/22/2023
X
1,941,607
A
$
0.0001
(1)
2,168,818
I
See Footnotes
(1)
(3)
(4)
(5)
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 (Month/Day/Year)
3A. Deemed Execution Date, if any (Month/Day/Year)
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 (Month/Day/Year)
7. Title and Amount of Securities Underlying Derivative Security (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: 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
Warrants (right to buy)
$
0.0001
(1)
(6)
11/22/2023
X
174,742
(1)
(1)
Common Stock
174,742
$
0.00
(7)
1,287,987
I
See Footnotes
(3)
(4)
(8)
Warrants (right to buy)
$
0.0001
(1)
(6)
11/22/2023
X
1,941,607
(1)
(1)
Common Stock
1,941,607
$
0.00
(7)
14,217,844
I
See Footnotes
(3)
(4)
(9)
1. Name and Address of Reporting Person
*
BAKER BROS. ADVISORS LP
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK
NY
10014
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
BAKER JULIAN
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK
NY
10014
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
BAKER FELIX
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK
NY
10014
(City)
(State)
(Zip)
1. Name and Address of Reporting Person
*
Baker Bros. Advisors (GP) LLC
(Last)
(First)
(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK
NY
10014
(City)
(State)
(Zip)
Explanation of Responses:
1. On November 22, 2023, 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") exercised prefunded warrants with an exercise price of $0.0001 per share ("Prefunded $0.0001 Warrants") to purchase 174,742 and 1,941,607 shares of common stock ("Common Stock") of Bellicum Pharmaceuticals, Inc. (the "Issuer"), respectively. The Prefunded $0.0001 Warrants have no expiration date and are exercisable immediately on a 1-for-1 basis into Common Stock subject to a 19.99% beneficial ownership limitation described below.
2. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
3. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to the Funds. In connection with the services provided by the Adviser,the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds orfor the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J.Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to theinvestment and voting power of the securities held directly by the Funds. The general partners of the Funds have relinquished to the Adviser alldiscretion and authority with respect to the investment and voting power of the securities held directly by the Funds.
4. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds exceptto the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, theAdviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
5. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P.and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reportedin column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life SciencesCapital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest inLife Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
6. The Prefunded $0.0001 Warrants are only exercisable to the extent that the holders thereof together with their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), no more than 19.99% of the outstanding Common Stock after exercise (the "$0.0001 Maximum Percentage"). By written notice to the Issuer, the Funds may from time to time increase or decrease the $0.0001 Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effectiveuntil the 61st day after such notice is delivered to the Issuer.
7. Pursuant to Instruction 4(c)(iii), this response has been left blank.
8. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667,Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table IIdirectly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the solegeneral partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation ofa portion of the profits from 667.
9. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P.and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in securities reported in column 9 of Table II directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
Remarks:
By: Baker Bros. Advisors LP, Name: Scott L. Lessing,Title: President /s/ Scott L. Lessing
11/24/2023
/s/ Julian C. Baker
11/24/2023
/s/ Felix J. Baker
11/24/2023
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
11/24/2023
** Signature of Reporting Person
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person,
see
Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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