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@PoorMan, the relevant SEC code is

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JerryCampbell   Thursday, 08/19/21 01:01:12 AM
Re: Poor Man - post# 396727
Post # of 411620 
@PoorMan, the relevant SEC code is

1)(i) A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b)
of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d–3(a)
(§ 240.13d–3(a)) within sixty days, including but not limited to any right to acquire: (A) Through the exercise of
any option, warrant or right; (B) through the conversion of a security; (C) pursuant to the power to revoke a
trust, discretionary account, or similar arrangement; or (D) pursuant to the automatic termination of a trust, dis-
cretionary account or similar arrangement;

So clearly the goal is to exclude the shares underlying those options from the SEC definition of Beneficially Owned. The question is why.

I don't think it is related to personal dealing or financial planning. The maneuver does keep Linda and Les below 5% for proxy purposes, but it does not change their requirement for SEC ownership filings since both are nwbo officers.

So the goal has to be at the corporate level rather than personal. For nwbo overall, the maneuver keeps Fully Diluted shares below the 1.2B share authorization limit. It assures that warrant exercise cannot push them over the limit.


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