Sec Form 13D Filing - Desai Neil filing for AADI BIOSCIENCE INC (AADI) - 2023-01-17

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Neil Desai

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (See Instructions)

  PF

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  79,955⁽¹⁾

  SHARED VOTING POWER

  2,555,241⁽²⁾

  SOLE DISPOSITIVE POWER

  79,955⁽¹⁾

  SHARED DISPOSITIVE POWER

  2,555,241⁽²⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,635,196⁽¹⁾⁽²⁾

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  10.8%⁽³⁾

  TYPE OF REPORTING PERSON (See Instructions)

  IN

Consists of 79,955 shares of Common Stock issuable upon exercise of options exercisable within 60 days of January 1, 2023, subject to Dr. Desai’s continued service through each vesting date.

Consists of 639,698 shares of Common Stock directly owned by the Anishka Irrevocable 2016 Trust dated October 19, 2016 (the “Anishka Irrevocable Trust”) and 1,915,543 shares of Common Stock directly owned by Neil Prafulla Desai, Trustee of the Anishka Family Trust (the “Anishka Family Trust”). Dr. Desai and his spouse share voting and dispositive power over the shares held by the Anishka Irrevocable Trust and the Anishka Family Trust and each of Dr. Desai and his spouse is a trustee of the Anishka Irrevocable Trust and the Anishka Family Trust.

Based on the quotient obtained by dividing (a) the aggregate number of shares of Common Stock beneficially owned by Dr. Desai by (b) the sum of (i) 24,395,117 shares of Common Stock outstanding as of November 4, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022, and (ii) 79,955 shares of Common Stock issuable upon exercise of options exercisable within 60 days of January 1, 2023 held by Dr. Desai. The aggregate number of shares of Common Stock beneficially owned by Dr. Desai as set forth in clauses “(a)” and “(b)” of this footnote are treated as outstanding shares of Common Stock only for the purpose of computing the percentage ownership of Dr. Desai.

The principal business of the Reporting Person is serving as Executive Chairman of the Issuer. Effective January 1, 2022, the Reporting Person became Executive Chairman of the Issuer and, at such time, ceased to be the President and Chief Executive Officer of the Issuer.

The Reporting Person may acquire up to 31,720 shares of Common Stock at an exercise price of $2.21 per share pursuant to stock options awarded to the Reporting Person on January 31, 2018, under the Issuer’s Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”). These options are fully vested. The 2014 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D/A.

The Reporting Person may acquire up to 7,930 shares of Common Stock at an exercise price of $3.41 per share pursuant to stock options awarded to the Reporting Person on March 13, 2020, under the 2014 Plan. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2014 Plan) through each applicable vesting date, one fourth (1/4th) of the shares subject to the option shall vest annually following the Vesting Commencement Date on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). “Vesting Commencement Date” shall mean March 13, 2020. 3,965 shares of Common Stock that are issuable upon the exercise of options vest evenly on March 13, 2023 and March 13, 2024. The 2014 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D/A.

The Reporting Person may acquire up to 125,000 shares of Common Stock at an exercise price of $27.67 per share pursuant to stock options awarded to the Reporting Person on September 8, 2021, under the Issuer’s 2021 Equity Incentive Plan (the “2021 Plan”). Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2021 Plan) through each applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month) such that all shares of common stock subject to the option shall be fully vested on the four year anniversary of the Vesting Commencement Date. “Vesting Commencement Date” shall mean September 8, 2021. 80,730 shares of Common Stock that are issuable upon the exercise of options vest evenly on the 8th day of each month through September 8, 2025. The 2021 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D/A.

The Reporting Person may acquire up to 153,300 shares of Common Stock at an exercise price of $17.24 per share pursuant to stock options awarded to the Reporting Person on April 1, 2022, under the 2021 Plan. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2021 Plan) through each applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the total shares subject to the option shall vest each month thereafter on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month) such that all shares of common stock subject to the option shall be fully vested on the four year anniversary of the Vesting Commencement Date. “Vesting Commencement Date” shall mean April 1, 2022. 38,325 shares of Common Stock that are issuable upon the exercise of options vest on April 1, 2023 and thereafter 114,975 shares of Common Stock that are issuable upon the exercise of options vest evenly on the first day of each month through April 1, 2026. The 2021 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D/A.

The Reporting Person may acquire up to 150,000 shares of Common Stock at an exercise price of $12.31 per share pursuant to stock options awarded to the Reporting Person on January 3, 2023, under the 2021 Plan. Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2021 Plan) through each applicable vesting date, twenty five percent (25%) of the shares subject to the option shall vest on the one year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the total shares subject to the option shall vest each month thereafter on the same day as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month) such that all shares of common stock subject to the option shall be fully vested on the four year anniversary of the Vesting Commencement Date. “Vesting Commencement Date” shall mean January 1, 2023. 37,500 shares of Common Stock that are issuable upon the exercise of options vest on January 1, 2024 and thereafter 112,500 shares of Common Stock that are issuable upon the exercise of options vest evenly on the first day of each month through January 1, 2027. The 2021 Plan and the form of Stock Option Agreement and Notice of Option Grant for these stock options are incorporated herein by reference as Exhibits 99.3 and 99.4, respectively, to this Schedule 13D/A.

Description