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 P7 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 P7 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 2M 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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