| 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 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 11/01/2017 |
3. Issuer Name and Ticker or Trading Symbol
Spero Therapeutics, Inc. [ SPRO ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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) |
|
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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Preferred Stock | (1) | (1) | Common Stock | 10,181(2) | (1) | I | Joel D. Sendek Retained Annuity Trust No. 1 |
| Stock Option (Right to Buy) | (3) | 07/05/2027 | Common Stock | 67,852(4) | $5.9(4) | D | |
| Stock Option (Right to Buy) | (5) | 07/05/2027 | Common Stock | 99,981(4) | $5.9(4) | D | |
| Explanation of Responses: |
| 1. The shares of Series C preferred stock are convertible into the number of shares of common stock shown in Column 3, calculated using the conversion ratio set forth in the Issuer's Amended and Restated Certificate of Incorporation, as amended, at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date. |
| 2. The share number gives effect to the 1-for-6.0774 reverse stock split of the Issuer's common stock effected on October 20, 2017. |
| 3. The shares underlying this option vest as to 25% on May 1, 2018, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| 4. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-6.0774 reverse stock split of the Issuer's common stock effected on October 20, 2017. |
| 5. The shares underlying this option vest as to 25% on May 1, 2018, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through the applicable vesting date. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Matthew Tikonoff, Attorney-in-Fact for Joel Sendek | 11/01/2017 | |
| ** 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. | ||