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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 | ||||||||
Convertible Promissory Note | $ 1.2 | 01/25/2013 | J(1) | 1,000,000 | 01/25/2013 | 09/19/2017 | Common Stock | 833,333 | $ 0 | 15,213,953 | D | ||||
Convertible Promissory Note | $ 1.2 | 03/12/2013 | J(1) | 1,000,000 | 03/12/2013 | 09/19/2017 | Common Stock | 833,333 | $ 0 | 16,047,286 | D | ||||
Convertible Promissory Note | $ 1.2 | 04/19/2013 | J(1) | 1,000,000 | 04/19/2013 | 09/19/2017 | Common Stock | 833,333 | $ 0 | 16,880,620 | D | ||||
Convertible Promissory Note | $ 1.2 | 06/10/2013 | J(1) | 1,000,000 | 06/10/2013 | 09/19/2017 | Common Stock | 833,333 | $ 0 | 17,713,953 | D | ||||
Convertible Promissory Note | $ 1.2 | 07/24/2013 | J(1) | 1,000,000 | 07/24/2013 | 09/19/2017 | Common Stock | 833,333 | $ 0 | 18,547,286 | D | ||||
Convertible Promissory Note | $ 0.89 | 10/07/2013 | J(2) | 1,000,000 | 10/07/2013 | 09/25/2018 | Common Stock | 1,123,595 | $ 0 | 19,670,881 | D | ||||
Convertible Promissory Note | $ 0.89 | 11/26/2013 | J(2) | 1,000,000 | 11/26/2013 | 09/25/2018 | Common Stock | 1,123,595 | $ 0 | 20,794,477 | D | ||||
Convertible Promissory Note | $ 0.89 | 01/21/2014 | J(2) | 1,000,000 | 01/21/2014 | 09/25/2018 | Common Stock | 1,123,595 | $ 0 | 21,918,072 | D | ||||
Convertible Promissory Note | $ 0.89 | 03/13/2014 | J(2) | 500,000 | 03/13/2014 | 09/25/2018 | Common Stock | 561,797 | $ 0 | 22,479,870 | D | ||||
Convertible Promissory Note | $ 1.11 | 06/16/2014 | J(3) | 1,000,000 | 06/16/2014 | 06/16/2019 | Common Stock | 900,900 | $ 0 | 23,380,770 | D | ||||
Convertible Promissory Note | $ 1.11 | 08/12/2014 | J(3) | 1,000,000 | 08/12/2014 | 06/16/2019 | Common Stock | 900,900 | $ 0 | 24,281,671 | D | ||||
Convertible Promissory Note | $ 1.11 | 10/24/2014 | J(3) | 1,000,000 | 10/24/2014 | 06/16/2019 | Common Stock | 900,900 | $ 0 | 25,182,572 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PELL LEWIS C C/O VISION-SCIENCES, INC. 40 RAMLAND ROAD SOUTH, SUITE 1 ORANGEBURG, NY 10962 |
X | X |
/s/ Lewis C. Pell | 02/13/2015 | |
**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) | The Issuer issued a $20.0 million revolving convertible promissory note to the Reporting Person on September 19, 2012 (the "2012 Note"). The Issuer borrowed an additional $1.0 million under the 2012 Note on January 25, 2013, March 12, 2013, April 19, 2013, June 10, 2013 and July 24, 2013, bring the aggregate principal amount outstanding under the 2012 Note to $20.0 million. The outstanding balance under the 2012 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $1.20 per share. |
(2) | The Issuer issued a $3.5 million revolving convertible promissory note to the Reporting Person on September 23, 2013 (the "2013 Note"). The Issuer borrowed $1.0 million under the 2013 Note on October 7, 2013. November 26, 2013 and January 21, 2014 and $500,000 under the 2013 Note on March 13, 2014, bring the aggregate principal amount outstanding under the 2013 Note to $3.5 million. The outstanding balance under the 2013 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $0.89 per share. |
(3) | The Issuer issued a $5.0 million revolving convertible promissory note to the Reporting Person on June 16, 2014 (the "2014 Note"). The Issuer borrowed $1.0 million under the 2014 Note on June 16, 2014, August 12, 2014 and October 24, 2014, bring the aggregate principal amount outstanding under the 2014 Note to $3.0 million. The outstanding balance under the 2014 Note is convertible, at the Reporting Person's opinion, into shares of the Issuer's common stock at a fixed conversion price of $1.11 per share |