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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/30/2020 |
3. Issuer Name and Ticker or Trading Symbol
Clene Inc. [ CLNN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/08/2021 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 32,393 | D | |
Common Stock | 1,449,945 | I | (1)(2)(1)(2) |
Common Stock | 2,991,670 | I | (1)(3)(1)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Incentive Stock Option (right to buy) | (4) | (4) | Common Stock | 39,593 | 2.3754 | D | |
Warrant(5) | (6) | 04/04/2023 | Common Stock | 744,011 | 1.97 | I | (3)(3) |
Warrant(7) | (6) | 04/08/2023 | Common Stock | 160,221 | 1.97 | I | (3)(3) |
Explanation of Responses: |
1. This Form 3 amendment is being filed to report 20,000 shares of common stock purchased by Robert C. Gay 1998 Family Trust and 30,000 shares of common stock purchased by Kensington Investments, L.P. in a private placement on December 30, 2020, which shares were inadvertently omitted from the original Form 3 filed on January 8, 2021. |
2. The securities are owned by the Robert C. Gay 1998 Family Trust. Ms. Mosca is the trustee of the Robert C. Gay 1998 Family Trust. The shares owned by the Robert C. Gay 1998 Family Trust may also be deemed to be beneficially owned by Ms. Mosca. Ms. Mosca has no pecuniary or profits interest in the shares held by the Robert C. Gay 1998 Family Trust. |
3. The securities are owned by Kensington Investments, L.P. Ms. Mosca is the chief executive officer of Kensington Investments, L.P. The shares owned by Kensington Investments may also be deemed to be beneficially owned by Ms. Mosca. Ms. Mosca disclaims all shares owned by Kensington Investments, L.P. for which she does not have a pecuniary or profits interest. |
4. Awarded under the Clene Nanomedicine, Inc. 2014 Stock Plan on August 26, 2019 and currently exercisable. The options expire 10 years from the date of the grant. |
5. Warrant to purchase Series A Preferred Stock, issued by Clene Nanomedicine, LLC to Kensington Investments, L.P., dated April 4, 2013, and currently exercisable for shares of Clene Inc. common stock. |
6. Currently exercisable. |
7. Warrant to purchase Series D Preferred Stock, issued by Clene Nanomedicine, LLC to Kensington Investments, L.P., dated April 8, 2013, and currently exercisable for shares of Clene Inc. common stock. |
Remarks: |
/s/ Jerry Miraglia POA | 01/22/2021 | |
** 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. |