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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 | ||||||||
Warrants (1) | $ 11.5 | 06/30/2021 | A(1) | 730,110 | 07/30/2021 | 06/30/2026 | Common Stock | 730,110 | $ 1 | 730,110 | D | ||||
Warrants (1) | $ 11.5 | 06/30/2021 | A(1) | 1,000,000 | 07/30/2021 | 06/30/2026 | Common Stock | 1,000,000 | $ 1 | 1,000,000 | I | Hydra LAC LLC (2) | |||
Warrants (3) | $ 11.5 | 06/30/2021 | A(3) | 387,895 | 07/30/2021 | 06/30/2026 | Common Stock | 387,895 | $ 1 | 387,895 | I | Hydra Management LLC (2) | |||
Warrants (4) | $ 11.5 | 06/30/2021 | D(4) | 250,000 | 07/30/2021 | 06/30/2026 | Common Stock | 250,000 | $ 0 | 137,895 | I | Hydra Management LLC (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEIL A LORNE C/O HYDRA MANAGEMENT LLC 250 WEST 57TH STREET, SUITE 415 NEW YORK, NY 10107 |
X |
/s/ A. Lorne Weil | 07/01/2021 | |
**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) | Reflects warrants of Ensysce Biosciences, Inc., formerly known as Leisure Acquisition Corp. (the "Issuer"), which were acquired from the Issuer at a price of $1.00 per warrant (730,110 warrants by Mr. Weil at a cost of $730,110 and 1,000,000 warrants by Hydra LAC LLC (an entity affiliated with Mr. Weil) at a cost of $1,000,000) in a private placement that closed simultaneously with the closing of the Issuer's initial public offering which were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination which occurred on June 30, 2021. Mr. Weil served as the Issuer's Executive Chairman until the closing of the business combination. |
(2) | Mr. Weil is the managing member of Hydra LAC LLC and the sole member of Hydra Management LLC and disclaims beneficial ownership with respect to the securities except to the extent of his pecuniary interest therein. |
(3) | Reflects warrants acquired at a price of $1.00 per warrant upon the conversion of promissory notes of the Issuer held by Hydra Management LLC reflecting amounts loaned to the Issuer pursuant to the Issuer's expense advancement agreement, which were convertible into warrants at the holder's option. The warrants are on the same terms as the warrants described in note (1) above. |
(4) | Reflects warrants surrendered to the Issuer in connection with the Issuer's business combination pursuant to a warrant surrender agreement, for no consideration. |