Initial Statement of Beneficial Ownership (3)
March 06 2023 - 4:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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DENNY GEORGE P III |
2. Date of Event Requiring Statement (MM/DD/YYYY)
12/2/2022
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3. Issuer Name and Ticker or Trading Symbol
Eterna Therapeutics Inc. [ERNA]
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(Last)
(First)
(Middle)
PO BOX 423 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
POLAND, ME 04274
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 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 | 50453 | I | By Denny Family Partners II, LLC (1) |
Common Stock | 406785 | I | By George P. Denny III Trust 6/11/81 |
Common Stock | 204 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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 A Preferred Stock | (2) | (2) | Common Stock | 2971 | (2) | I | By George P. Denny III Trust 6/11/81 |
Explanation of Responses: |
(1) | The reporting person disclaims beneficial ownership of the shares held by Denny Family Partners II, LLC except to the extent of his pecuniary interest therein. |
(2) | The reporting person holds 71,306 shares of Series A preferred stock, which are currently convertible into 2971 shares of common stock. The reporting person has the right at any time to convert the shares of Series A preferred stock into that number of fully paid and nonassessable shares of common stock that equals the number of shares of Series A preferred stock that are surrendered for conversion divided by the conversion rate. The conversion rate was initially 100% and is subject to adjustment as provided in the Issuer's restated certificate of incorporation, as amended. The Series A preferred stock has no expiration date. |
Remarks: Mr. Denny was previously a reporting person under Section 16 of the Securities Exchange Act of 1934; however, his ownership fell below 10%, and he ceased to be a reporting person. Certain of the entities beneficially owned by him have acquired additional securities, such that he is again a 10% owner. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DENNY GEORGE P III PO BOX 423 POLAND, ME 04274 |
| X |
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Signatures
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/s/ George P. Denny III | | 3/3/2023 |
**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 control number. |
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