SEC Filing | Pyxis Oncology

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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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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^*

Bayer World Investments B.V.

(Last)

(First)

(Middle)

ENERGIEWEG 1

(Street)

MIJDRECHT

3641RT

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pyxis Oncology, Inc. [ PYXS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/13/2021		C		2,742,338	A	⁽¹⁾	2,742,338	D⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			11,362,462	⁽¹⁾	⁽¹⁾	Common Stock	1,786,831	⁽¹⁾	0	D⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	10/13/2021		C			6,076,072	⁽¹⁾	⁽¹⁾	Common Stock	955,507	⁽¹⁾	0	D⁽²⁾

1. Name and Address of Reporting Person^*

Bayer World Investments B.V.

(Last)

(First)

(Middle)

ENERGIEWEG 1

(Street)

MIJDRECHT

3641RT

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last)

(First)

(Middle)

BAYERWERK, GEBAEUDE W11

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN

51373

(City)

(State)

(Zip)

Explanation of Responses:

1. Shares of Series A and Series B Convertible Preferred Stock converted into shares of the Issuer's common stock at the closing of the Issuer's initial public offering at a 6.359-for-1 conversion ratio for no additional consideration (except for the payment in cash in lieu of any fractional shares), and had no expiration date.

2. The securities reported are held directly by Bayer World Investments B.V., a Dutch private limited company, which is an indirect, wholly owned subsidiary of Bayer Aktiengesellschaft, a German stock corporation. Accordingly, Bayer Aktiengesellschaft may be deemed to be an indirect beneficial owner of the shares beneficially owned directly by Bayer World Investments B.V.

	Bayer World Investments B.V., By: /s/ Patrick Lennaerts, Name: Patrick Lennaerts, Title: Managing Director	10/15/2021
	Bayer Aktiengesellschaft, By: /s/ Christian Bank, Name: Christian Bank, Title: Head of Legal Mergers & Acquisitions	10/15/2021
	** 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 4 (b)(v).
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