SEC Filing | Lumos Pharma

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

POWERS BRADLEY J

(Last)

(First)

(Middle)

2503 SOUTH LOOP DRIVE

STE 5300

(Street)

AMES

50010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2019

3. Issuer Name and Ticker or Trading Symbol
NEWLINK GENETICS CORP [ (NLNK) ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Principal Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	579⁽¹⁾	D
Common Stock	250	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	09/01/2018⁽²⁾	07/31/2028	Common Stock	50,000	3.17	D
Stock Option (Right to Buy)	⁽³⁾⁽⁴⁾	⁽⁴⁾	Common Stock	80,000	1.8	D
Stock Option (Right to Buy)	07/31/2020⁽⁵⁾	07/31/2026	Common Stock	12,436	1.77	D
Stock Option (Right to Buy)	07/31/2021⁽⁶⁾	07/31/2026	Common Stock	4,635	1.77	D

Explanation of Responses:

1. Includes 250 restricted stock units ("RSUs") granted to the Reporting Person on August 24, 2015 under the Issuer's 2009 Equity Incentive Plan, as amended (the "Plan"). The RSUs will vest, and shares will be delivered to the Reporting Person on August 24, 2019, provided that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

2. On August 1, 2018 the Reporting Person was granted a stock option under the Plan. The option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on September 1, 2018, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

3. On March 1, 2019 the Reporting Person was granted a stock option under the Plan. 50% of the option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on April 1, 2019, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the Date of Grant.

4. The remaining 50% of the stock options vest and become exercisable as follows: (a) 25% of such shares shall vest as to 8.34%, 8.33% and 8.33% on the 1st day of the month following an increase of closing share price on Nasdaq Stock Market by at least 33.33%, 66.66% and 100%, respectively, above the exercise price of the options when measured over 30 consecutive calendar days, provided such increase occurs within four years of the Date of Grant, otherwise such options shall be cancelled; (b) 12.50% of such shares shall vest on the 1st day of the month following the expansion of the Company pipeline with an in-license, merger or the internal development of novel candidate; and (c) the remaining 12.50% of such shares shall vest on the 1st day of the month following enrollment of the first patient in a clinical trial that is registration eligible, the completion of each to be determined by the Board. Unless otherwise disclosed, the option expires ten years after date of grant.

5. On July 31, 2019 the Reporting Person was granted a stock option under the Plan. The option vests as to 50% on the first anniversary of grant date and the remaining 50% on the second anniversary of grant date, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires seven years after the date of grant.

6. On July 31, 2019 the Reporting Person was granted a stock option under the Plan. The option vests as to 50% on the second anniversary of grant date and the remaining 50% on the third anniversary of grant date, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires seven year after the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Ryan Trytten, attorney-in-fact	08/12/2019
	** 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 5 (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.

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

    Know all by these presents, that the undersigned hereby constitutes and appoints each of James C.T. Linfield, Judy Lai, Kevin Tsai and Robin K. Lee of Cooley LLP, and Carl W. Langren, Lori D. Lawley and Ryan D. Trytten of NewLink Genetics Corporation (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to:

    (1)    Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company;

    (2)    Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

    (3)    Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.

    The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

    This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Form ID or Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.


Date:  July 30, 2019

By: /s/ Bradley J. Powers
                        Bradley J. Powers