| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/23/2024 |
3. Issuer Name and Ticker or Trading Symbol
Aadi Bioscience, Inc. [ AADI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 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 | 100,000 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
| Stock option (right to buy) | (1) | 08/15/2032 | Common Stock | 147,500 | 13.97 | D | |
| Stock option (right to buy) | (2) | 03/01/2033 | Common Stock | 50,000 | 10.93 | D | |
| Stock option (right to buy) | 03/01/2024 | 03/01/2034 | Common Stock | 65,809 | 1.92 | D | |
| Stock option (right to buy) | (3) | 03/01/2034 | Common Stock | 40,000 | 1.92 | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 20,000 | (5) | D | |
| Explanation of Responses: |
| 1. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option vested on the one-year anniversary of the Vesting Commencement Date and 1/48th of the total shares subject to the option shall vest every month thereafter such that all shares subject to the option shall be fully vested on the four-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean August 15, 2022. |
| 2. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the option vested on the one-year anniversary of the Vesting Commencement Date and 1/48th of the total shares subject to the option shall vest every month thereafter such that all shares subject to the option shall be fully vested on the four-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 1, 2023. |
| 3. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable 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 1/48th of the total shares subject to the option shall vest every month thereafter such that all shares subject to the option shall be fully vested on the four-year anniversary of the Vesting Commencement Date. "Vesting Commencement Date" shall mean March 1, 2024. |
| 4. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2021 Equity Incentive Plan) through each applicable date, twenty five percent (25%) of the shares subject to the award shall vest on the one-year anniversary of the Vesting Commencement Date, and twenty five percent (25%) of the shares subject to the award shall vest each of the next three Vesting Commencement Date anniversaries thereafter. "Vesting Commencement Date" shall mean March 1, 2024. |
| 5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Aadi Bioscience, Inc. Common Stock. |
| Remarks: |
| Exhibit 24 - Power of Attorney Chief Technical Operations Officer and SVP, Manufacturing Operations |
| /s/ Stephen Rodin, as Attorney-in-Fact | 04/26/2024 | |
| ** 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 Number. | ||
Exhibit 24
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Aadi Bioscience, Inc. (the “Company”), hereby constitutes and appoints Scott Giacobello, Stephen Rodin, Daniel Koeppen, Robert Wernli, and Bridget Balisy the undersigned’s true and lawful attorneys-in-fact to:
1.
complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned’s ownership, acquisition or disposition of securities of the Company; and
2.
do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate.
The undersigned hereby ratifies and confirms all that said attorneysin-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of April 2024.
Signature: /s/ Bryan Ball
Print Name: Bryan Ball
4857-6139-3444, v. 1