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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O ALAUNOS THERAPEUTICS, INC. |
| 8030 EL RIO ST. |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alaunos Therapeutics, Inc.
[ TCRT ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
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Officer (give title below) |
|
Other (specify below) |
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|
3. Date of Earliest Transaction
(Month/Day/Year)
11/29/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/29/2022 |
|
P |
|
1,250,000 |
A |
$0.65
|
1,250,000
|
I |
By Brushwood LLC |
| Common Stock |
|
|
|
|
|
|
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745,321 |
D |
|
| Common Stock |
|
|
|
|
|
|
|
100,000 |
I |
By UTMA for child |
| Common Stock |
|
|
|
|
|
|
|
75,000 |
I |
By UTMA for child |
| Common Stock |
|
|
|
|
|
|
|
75,000 |
I |
By UTMA for child |
| Common Stock |
|
|
|
|
|
|
|
75,000 |
I |
By UTMA for child |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Melinda Lackey, Attorney-in-Fact |
12/01/2022 |
|
** 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. |
Exhibit 24
Power of Attorney
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Melinda Lackey and Michael Wong, or either of
them acting singly, and with full power of substitution and re-substitution,
the undersigned's true and lawful attorney-in-fact (each of such persons and
their substitutes being referred to herein as the "Attorney-in-Fact"), with full
power to act for the undersigned and in the undersigned's name, place and stead,
in any and all capacities, to:
1. Prepare, execute, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required
or considered by the Attorney-in-Fact to be advisable under Section 13 or
Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or
any rule or regulation of the SEC;
2. Prepare, execute and submit to the SEC, Alaunos Therapeutics, Inc.
(including any successor or assign, the "Company"), and/or any national
securities exchange on which the Company's securities are listed any and
all reports (including any amendments thereto) the undersigned is required
to file with the SEC, or which the Attorney-in-Fact considers it advisable
to file with the SEC, under Section 13 or Section 16 of the Exchange Act
or any rule or regulation thereunder, or under Rule 144 under the
Securities Act of 1933 ("Rule 144"), with respect to the any security of
the Company, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms
144; and
3. Obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers,
dealers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such third party to release any such
information to the Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the
Attorney-in-Fact to act in his or her discretion on information
provided to such Attorney-in-Fact without independent verification
of such information;
b) Any documents prepared or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary or
desirable;
c) Neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the
requirements of Section 13 or Section 16 of the Exchange Act or Rule
144, any liability of the undersigned for any failure to comply with
such requirements, or any liability of the undersigned for
disgorgement of profits under Section 16(b) of the Exchange Act; and
d) This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations
under Section 13 or Section 16 of the Exchange Act, including,
without limitation, the reporting requirements under Section 13 or
Section 16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
advisable to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Power of
Attorney.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G
or Forms 144 with respect to the undersigned's holdings of and transactions in
securities of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the Attorney-in-Fact. This Power of Attorney revokes all
previous powers of attorney with respect to the subject matter of this Power of
Attorney.
The signature may be delivered via facsimile, electronic mail (including
any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform
Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any
signature so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of June 27, 2022.
Jaime Vieser
/s/ Jaime Vieser
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Signature
