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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 | ||||||||
| Common Stock Warrant (warrant to buy) | $ 0.28 | 06/18/2010 | J(3) | 1 | 06/18/2010 | 06/18/2015(4) | Common Stock | 5,165,148 | $ 0 | 1 | I (3) | Indirect (3) | |||
| Common Stock Warrant (warrant to buy) | $ 0.28 | 06/18/2010 | J(5) | 1 | 06/18/2010 | 06/18/2015(4) | Common Stock | 1,756,097 | $ 0 | 1 | I (5) | Indirect (5) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CAVAZZA PAOLO VIA TESSERETE 10 LUGANO, V8 0000 |
X | |||
| /s/ Maurizio Terenzi, Attorney-in-fact | 06/21/2010 | |
| **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) | Shares directly owned by Sigma-Tau Pharmaceuticals, Inc. ("Pharmaceuticals"). Pharmaceuticals is a direct wholly-owned subsidiary of Sigma-Tau America S.A. ("America"). America is a direct wholly-owned subsidiary of Sigma-Tau International S.A. ("International"). International is a direct wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. ("Sigma Tau"). Paolo Cavazza directly and indirectly owns 38% of Sigma Tau. |
| (2) | Shares directly owned by Chaumiere Sarl ("Chaumiere") (formerly Chaumiere Consultadoria Servicos SDC Unipessoal L.d.a.), which is an indirect wholly owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family. |
| (3) | This warrant was issued by the Issuer to Pharmaceuticals in consideration of Pharmaceuticals' purchase of 8,608,580 shares of the Issuer's common stock on June 18, 2010. |
| (4) | The expiration date of the warrants may be accelerated at the Issuer's option if the Issuer's common stock meets certain price thresholds and the common shares underlying the warrant are registered for resale pursuant to an effective registration statement or are freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended. |
| (5) | This warrant was issued by the Issuer to Chaumiere in consideration of Chaumiere's purchase of 2,926,829 shares of the Issuer's common stock on June 18, 2010. |