Akari Therapeutics plc

11/18/2024 | Press release | Distributed by Public on 11/18/2024 19:02

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Patel Samir Rashmikant
2. Issuer Name and Ticker or Trading Symbol
Akari Therapeutics Plc [AKTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AKARI THERAPEUTICS, PLC, 22 BOSTON WHARF ROAD FL 7
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(Street)
BOSTON, MA 02210
4. If Amendment, Date 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
(City) (State) (Zip)
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
Ordinary Shares, par value $0.0001 per share(1) 11/14/2024 A(2) 1,404,622,000(2)(3) A (2) 4,816,117,500 I PranaBio Investments LLC
Ordinary Shares, par value $0.0001 per share(1) 91,396,000 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patel Samir Rashmikant
C/O AKARI THERAPEUTICS, PLC
22 BOSTON WHARF ROAD FL 7
BOSTON, MA 02210
X

Signatures

/s/ Wendy F. DiCicco, as Attorney-in-Fact 11/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Ordinary Shares may be represented by American Depositary Shares ("ADSs"), each of which currently represents 2,000 Ordinary Shares.
(2) This Form 4 reports securities transacted pursuant to the terms of the Agreement and Plan of Merger, dated as of March 4, 2024, as amended, by and among the Issuer, Peak Bio Inc. ("Peak Bio"), and Pegasus Merger Sub, Inc., a wholly-owned subsidiary of Issuer ("Merger Sub"), pursuant to which Merger Sub merged with and into Peak Bio effective as of November 14, 2024, with Peak Bio surviving as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Peak Bio (each, a "Peak Share") was cancelled and converted into the right to receive 0.2935 (the "Exchange Ratio") ADSs.
(3) Represents the number of Ordinary Shares acquired by the Reporting Person from the exchange of Peak Shares held by the Reporting Person at the Effective Time in accordance with the Exchange Ratio.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.