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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (2) | $ 3.35 | 06/30/2021 | A | 65,850 | (1) | 08/09/2030 | Common Stock | 65,850 | (1) | 65,850 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Martin Steven Robert C/O ENSYSCE BIOSCIENCES, INC. 7946 IVANHOE AVENUE, SUITE 201 LA JOLLA, CA 92037 |
X |
/s/ Steve R. Martin | 07/02/2021 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On June 30, 2021, pursuant to that certain Agreement and Plan of Merger dated January 31, 2021 (the "Merger Agreement") among Ensysce Biosciences, Inc. (f/k/a Leisure Acquisition Corp.) (the "Issuer"), EB Merger Sub, Inc., a Delaware corporation and wholly-owned, direct subsidiary of the Issuer ("Merger Sub"), and Ensysce Biosciences, Inc., a Delaware corporation ("Ensysce"), Merger Sub merged with and into Ensysce (the "Merger"), with Ensysce surviving as a wholly owned subsidiary of the Issuer. Pursuant to the Merger Agreement, each option and warrant of Ensysce that was outstanding and unexercised immediately prior to the Effective Time was assumed by the Issuer (each, a "Derivative Security") and represents the right to acquire an adjusted number of shares of Common Stock at an adjusted exercise price, in each case, pursuant to the terms of the Merger Agreement. |
(2) | The option vests over three years with 1/3 of the total number of shares subject to the option vesting on the first anniversary of the date of grant and 1/36th of the total number of shares subject to the option vesting monthly thereafter, until fully vested on 08/10/2023. |