Armata Pharmaceuticals : Annual filing director officer or owner of more than ten percent.

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Check this box if no longer subject to

Washington, D.C. 20549

OMB APPROVAL

Section 16. Form 4 or Form 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL

OMB Number:

3235-0362

obligations may continue. See

Instruction 1(b).

OWNERSHIP

Estimated average burden

Form 3 Holdings Reported.

hours per response:

1.0

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

Form 4 Transactions Reported.

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

COOK JEREMY CURNOCK

Armata Pharmaceuticals, Inc.[ ARMP ]

(Check all applicable)

X Director

10% Owner

Officer (give title

Other (specify

(Last)

(First)

(Middle)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)

below)

below)

C/O ARMATA PHARMACEUTICALS, INC.

12/31/2019

4503 GLENCOE AVENUE

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

X Form filed by One Reporting Person

MARINA DEL

CA

90292

Form filed by More than One Reporting

REY

Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or Disposed Of

5. Amount of

6. Ownership

7. Nature of

Date

Execution Date,

Transaction

(D) (Instr. 3, 4 and 5)

Securities

Form: Direct

Indirect

(Month/Day/Year)

if any

Code (Instr.

Beneficially

(D) or

Beneficial

(Month/Day/Year)

8)

Owned at end of

Indirect (I)

Ownership

(A) or

Issuer's Fiscal

(Instr. 4)

(Instr. 4)

Amount

Price

Year (Instr. 3 and

(D)

4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and Amount

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

of Securities

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Underlying

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Derivative Security

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

Acquired

(Instr. 3 and 4)

Owned

or Indirect

(Instr. 4)

Security

(A) or

Following

(I) (Instr. 4)

Disposed

Reported

of (D) (Instr.

Transaction(s)

3, 4 and 5)

(Instr. 4)

Amount

or

Number

Date

Expiration

of

(A)

(D)

Exercisable

Date

Title

Shares

Warrant to

See

Purchase

$0.3223

(4)

05/09/2019

J

(1)

46,666

11/22/2016

11/22/2021

Common

46,666

(2)

$12,065.46

0

I

Common

Stock

Footnote(3)

Stock

Explanation of Responses:

1. The reported securities were redeemed by the issuer for $12,065.46.
2. The number of shares of common stock for which the warrant was exercisable does not reflect the 1-for-14 reverse stock split that was effected on May 9, 2019.
3. The warrant was held by One Funds Management Limited as Trustee for Asia Pacific Healthcare Fund II ("One Funds Management"). The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by One Funds Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
4. Price reported is reflective of adjustments made after the date of issuance pursuant the terms of the warrant.

Remarks:

Power of Attorney is attached hereto as Exhibit 24.

/s/ Todd R. Patrick as Attorney- in-Fact for Jeremy Curnock Cook pursuant to Power of Attorney

** Signature of Reporting Person

02/14/2020

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 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). 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

Know all by these presents that the undersigned hereby constitutes and appoints each of Todd R. Patrick, Faith L. Charles, Esq., Jennifer A. Val, Esq., and Kaoru C. Suzuki, Esq., or any of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Armata Pharmaceuticals, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. 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.

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 foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of April 2019.

/s/ Jeremy Curnock Cook Name: Jeremy Curnock Cook