Sec Form 3 Filing - Jackman Stephan @ Alzamend Neuro, Inc. - 2021-06-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Jackman Stephan
2. Issuer Name and Ticker or Trading Symbol
Alzamend Neuro, Inc. [ ALZN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
3802 SPECTRUM BOULEVARD, SUITE 112C
3. Date of Earliest Transaction (MM/DD/YY)
06/14/2021
(Street)
TAMPA, FL33612
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 1.5 ( 1 ) 11/18/2029 Common Stock 2,000,000 D
Stock Options (right to buy) $ 1 ( 2 ) 11/15/2029 Common Stock 5,000,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jackman Stephan
3802 SPECTRUM BOULEVARD, SUITE 112C
TAMPA, FL33612
X Chief Executive Officer
Signatures
/s/ Stephan Jackman 06/14/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person's right to exercise this stock option is subject to contingent vesting based upon either (i) the successful achievement of stepped target closing prices on a national securities exchange for 90 consecutive trading days later than 180 days after our initial public offering of our common stock, or (ii) stepped target prices for a change in control transaction. Of this stock option, no shares of Common Stock are currently vested and exercisable.
( 2 )Mr. Jackman was granted stock options (the "Options") to purchase 5,000,000 shares of the Issuer's Common Stock which Options are exercisable for a period of ten years beginning on November 16, 2018, at a per share price of $1.00, and vests as follows: (i) 3,000,000 shares of Common Stock will vest ratably over 48 months beginning on November 16, 2018; (ii) upon approval by the U.S. Food and Drug Administration ("FDA") of the New Drug Application ("NDA") for AL001, 1,000,000 shares of Common Stock will vest ratably over 36 months from November 1, 2018; and (iii) upon approval by the FDA of an NDA for AL002, 1,000,000 shares of Common Stock will vest ratably over 48 months from November 1, 2018. Of this stock option, 2,000,000 shares are currently vested and exercisable.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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