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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 | ||||||||
Warrant | $ 4.5 | 03/16/2016 | P | 208,333 | 09/17/2016 | 03/16/2019 | Common Stock | 208,333 | $ 0 | 208,333 | D (1) (2) | ||||
Warrant | $ 4.5 | 03/16/2016 | P | 208,333 | 09/17/2016 | 03/16/2019 | Common Stock | 208,333 | $ 0 | 208,333 | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
St. John Edward A. 2560 LORD BALTIMORE DRIVE BALTIMORE, MD 21244 |
X | |||
Edward St. John, LLC 2560 LORD BALTIMORE DRIVE BALTIMORE, MD 21244 |
X |
/s/ Joseph P. Ward, attorney-in-fact | 03/18/2016 | |
**Signature of Reporting Person | Date | |
/s/ Joseph P. Ward, attorney-in-fact | 03/18/2016 | |
**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) | This Form 4 is filed jointly by Edward A. St. John and Edward St. John, LLC ("St. John LLC"). The shares and warrants reported here are owned directly by St. John LLC. |
(2) | St. John LLC entered into a Subscription Agreement with Capricor Therapeutics, Inc. (the "Issuer") pursuant to which St. John LLC, on March 16, 2016, purchased an aggregate of 416,666 shares of the Issuer's common stock at a purchase price of $2.40 per share for an aggregate purchase price of approximately US$1,000,000. In connection with the purchase of shares, St. John LLC also received a warrant to purchase up to 208,333 shares of the Issuer's common stock at a strike price of $4.50 per share, exercisable at any time between September 17, 2016 and March 16, 2019. |
(3) | The shares reported here are owned indirectly by St. John LLC. |
(4) | Mr. St. John is the sole member and general manager of St. John LLC. Accordingly, Mr. St. John is the indirect beneficial owner of the shares and warrants reported here. Mr. St. John disclaims beneficial ownership of these shares and warrants except to the extent of his pecuniary interest in the shares and warrants. |
(5) | The shares reported here are owned indirectly by Mr. St. John. |
(6) | The shares reported here are owned directly by Mr. St. John. |
(7) | Thee shares reported here are owned indirectly by Mr. St. John. |