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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 | ||||||||
| Warrants | $ 1.639 | 02/28/2008 | J(1) | 2,281,914 | 05/26/2006 | 05/26/2011 | Common Stock | 2,281,914 | (4) | 0 | I | See footnote (3) | |||
| Series B-1 Convertible Preferred Stock | $ 1.5338 | 02/28/2008 | J(1) | 10,000 | 05/26/2006 | (2) | Common Stock | 6,519,755 | (4) | 0 | I | See footnote (3) | |||
| New Warrants | $ 0.95 | 02/28/2008 | J(1) | 2,281,914 | 02/28/2008 | 02/28/2013 | Common Stock | 2,281,914 | (1) | 2,281,914 | I | See footnote (3) | |||
| Series D-1 Convertible Preferred Stock | $ 0.95 | 02/28/2008 | J(1) | 10,413 | 02/28/2008 | (5) | Common Stock | 10,526,316 | (1) | 10,526,316 | I | See footnote (3) | |||
| Convertible Notes | $ 0.95 | 02/28/2008 | J(6) | 877,194 | 02/28/2008 | (7) | Common Stock | 877,194 | (6) | 877,194 | I | See footnote (3) | |||
| Note Warrants | $ 0.95 | 02/28/2008 | J(6) | 307,017 | 02/28/2008 | 02/28/2013 | Common Stock | 307,017 | (6) | 307,017 | I | See footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TULLIS DICKERSON CAPITAL FOCUS III, L.P. TWO GREENWICH PLAZA, 4TH FLOOR GREENWICH, CT 06830 |
X | |||
| NEUSCHELER JOAN P 2 GREENWICH PLAZA, 4TH FLOOR GREENWICH, CT 06830 |
X | X | ||
| TULLIS JAMES L L 2 GREENWICH PLAZA, 4TH FLOOR GREENWICH, CT 06830 |
X | |||
| Dickerson Thomas TWO GREENWICH PLAZA 4TH FLOOR GREENWICH, CT 06830 |
X | |||
| Hohnke Lyle TWO GREENWICH PLAZA 4TH FLOOR GREENWICH, CT 06830 |
X | |||
| Buono Timothy TWO GREENWICH PLAZA 4TH FLOOR GREENWICH, CT 06830 |
X | |||
| Tullis-Dickerson Capital Focus III, L.P., By: Tullis-Dickerson Capital Focus III, L.L.C., Its: General Partner, By: /s/ Joan P. Neuscheler, Principal | 02/29/2008 | |
| **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) | Pursuant to an agreement among Interpharm Holdings Inc. (the "Issuer"), Capital Focus III and certain other parties, on February 28, 2008, the Issuer (i) exchanged the Series B-1 Preferred Stock held by Capital Focus III, for new shares of the Issuer's Series D-1 Convertible Preferred Stock, par value $0.01, which Series D-1 Preferred Stock is convertible into the Common Stock pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series D-1 Convertible Preferred Stock of the Issuer (the "Series D-1 COD"); and (ii) Capital Focus III exchanged the Warrant previously held by it for a new warrant (the "New Warrants") to purchase 2,281,914 shares of Common Stock at an exercise price of $0.95 per share. Capital Focus III received 1.04125 shares of Series D-1 Preferred Stock for each exchanged share of their respective Series B-1 Preferred Stock. |
| (2) | The Series B-1 Convertible Preferred Stock has no expiration date. |
| (3) | Tullis-Dickerson Partners III, L.L.C. ("Partners III"), is the sole general partner of Tullis-Dickerson Capital Focus III, L.P. ("Capital Focus III"). Joan P. Neuscheler ("Neuscheler"), James L. L. Tullis ("Tullis"), Thomas P. Dickerson ("Dickerson"), Lyle A. Hohnke ("Hohnke") and Timothy M. Buono ("Buono" and together with Capital Focus III, Partners III, Neuscheler, Tullis, Dickerson and Hohnke, the "Reporting Persons") share voting and/or dispositive power over all shares owned by the above entities. The Reporting Persons disclaim beneficial ownership of the shares of Common Stock beneficially owned except to the extent of their pecuniary interests therein and this report shall not be deemed an admission that any of Partners III, Neuscheler, Tullis, Dickerson, Hohnke or Buono is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| (4) | Capital Focus III paid $1,000 for each unit consisting of one share of Series B-1 Convertible Preferred Stock and 228.1914 Warrants. |
| (5) | The Series D-1 Convertible Preferred Stock has no expiration date. |
| (6) | Pursuant to an agreement (the "Note Purchase Agreement") among the Issuer, Capital Focus III and certain other purchasers (together, the "Purchasers"), the Issuer sold to Capital Focus III, $833,334 in aggregate principal amount of the Issuer's Secured 12% Notes due 2009 (the "Non-Convertible Notes"). Pursuant to the terms of the Note Purchase Agreement, on February 28, 2008 the Issuer exchanged the Non-Convertible Notes of Capital Focus III for (i) $833,334 in aggregate principal amount of the Issuer's Secured Convertible 12% Notes due 2009 (the "Convertible Notes"), which notes are convertible into shares of Common Stock at a conversion price of $0.95 per share and (ii) warrants (the "Note Warrants") to purchase an aggregate of 307,017 shares of Common Stock at an exercise price of $0.95 per share. |
| (7) | October 1, 2009, provided in the event the Issuer's senior credit facility is amended, refinanced or extended such that the maturity date of the senior credit facility is later than February 1, 2011, the maturity of the Convertible Notes shall be extended to October 1, 2010. |
| Remarks: Capital Focus III has designated Neuscheler to serve on the Issuer's Board. | |