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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, 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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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 (right to buy) | $ 2.4 | (2) | 06/22/2021 | Common Stock | 109,375 | 109,375 | D | ||||||||
Stock Option (right to buy) | $ 2.4 | (3) | 06/22/2021 | Common Stock | 55,736 | 55,736 | D | ||||||||
Stock Option (right to buy) | $ 2.4 | (2) | 01/14/2023 | Common Stock | 36,562 | 36,562 | D | ||||||||
Stock Option (right to buy) | $ 2.4 | (5) | 01/14/2023 | Common Stock | 12,187 | 12,187 | D | ||||||||
Stock Option (right to buy) | $ 2.4 | (4) | 11/04/2023 | Common Stock | 316,389 | 316,389 | D | ||||||||
Stock Option (right to buy) | $ 2.9 | (6) | 01/24/2024 | Common Stock | 711,301 | 711,301 | D | ||||||||
2012 Series A Warrants (right to buy) | $ 1.36 (7) | 11/26/2012 | 11/26/2017 | Common Stock | 183,822 (7) | 183,822 (7) | D | ||||||||
2013 Series D Warrants (right to buy) | $ 2.14 (7) | 10/29/2013 | 10/29/2018 | Common Stock | 77,880 (7) | 77,880 (7) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Zukiwski Alexander A 200 ROUTE 31 NORTH SUITE 104 FLEMINGTON, NJ 08822 |
X | VP & Chief Medical Officer |
/s/ Christopher J. Melsha as Attorney-in-Fact for Alexander A. Zukiwski, M.D. pursuant to Power of Attorney previously filed. | 01/14/2016 | |
**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 January 12, 2016, the Reporting Person was issued 144,806 shares upon the automatic conversion of $50,682.19 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Reporting Person by the Issuer on October 21, 2015. |
(2) | Currently exercisable. |
(3) | On 6/22/2011, the Reporting Person was granted an option to purchase up to 109,375 shares of common stock of the Issuer. Up to 1/3 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of cerain performance milestones as determined by the Board of Directors (the 'Board') of the Issuer. On 1/17/2012, the Board determined that options for the prorated period ending 12/31/2011 would vest in the maximum potential amount of 19,278 shares. On 1/14/2013, the Board determined that options for the period ending 12/31/2012 would vest in the maximum potential amount of 36,458 shares. |
(4) | Vests in equal 36-monthly installments commencing 12/4/13. |
(5) | On 1/14/13, the Reporting Person was granted an option to purchase up to 36,562 shares of common stock of the Issuer. 1/3 of the shares subject to the option were immediately vested and up to 1/2 of the remaining shares subject to the option may vest annually, based on the achievement of certain performance milestones as determined by the Board. |
(6) | Vests 25% on first anniversary date and thereafter will vest in 24 equal monthly installments. |
(7) | As a result of the Issuer's 1/12/16 private placement of common stock at $0.35/share, the exercise price and number of shares subject to the 2012 Series A Warrants and 2013 Series D Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions. |