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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 | ||||||||
Series B Convertible Preferred Stock | $ 0.33 | 07/07/2016 | P | 3,030 | 07/07/2016 | 07/07/2021 | Common Stock | 530,250 (1) | $ 33 (2) | 3,030 | D | ||||
Warrants to Purchase Common Stock | $ 0.2 | 07/07/2016 | P | 303,000 | 07/07/2016 | 07/07/2021 | Common Stock | 303,000 | $ 33 (2) | 303,000 | D | ||||
Series B Convertible Preferred Stock | $ 0.33 | 07/07/2016 | P | 1,515 | 07/07/2016 | 07/07/2021 | Common Stock | 265,125 (3) | $ 33 (2) | 1,515 | I | See Note (4) | |||
Warrants to Purchase Common Stock | $ 0.2 | 07/07/2016 | P | 151,500 | 07/07/2016 | 07/07/2021 | Common Stock | 151,500 | $ 33 (2) | 151,500 | I | See Note (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stuka Paul C/O INSPIREMD, INC. 321 COLUMBUS AVENUE BOSTON, MA 02116 |
X |
/s/ Paul Stuka | 07/11/2016 | |
**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) | Consists of 303,000 shares of Common Stock issuable upon conversion of the Preferred Stock at the conversion price of $0.33 per share and the stated value of $33 and payment of all dividends accrued on the Preferred Stock in an aggregate of 227,250 shares of Common Stock upon conversion of the Preferred Stock. |
(2) | Each share of Preferred Stock was accompanied by a Warrant to purchase 100 shares of Common Stock at an exercise price of $0.20 per share of Common Stock. Each share of Preferred Stock and accompanying Warrant to Purchase Common Stock was acquired at an aggregate price of $33.00. |
(3) | Consists of 151,500 shares of Common Stock issuable upon conversion of the Preferred Stock at the conversion price of $0.33 per share and the stated value of $33 and payment of all dividends accrued on the Preferred Stock in an aggregate of 113,625 shares of Common Stock upon conversion of the Preferred Stock. |
(4) | These securities are held by Osiris Investment Partners, L.P. ("Osiris"). The Reporting Person serves as the managing member of Osiris Partners, LLC, the general partner of Osiris. In such capacity, the Reporting Person may be deemed to beneficially own the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes. |