UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

 

Rockwell Medical Technologies, Inc.

(Name of Issuer)

 

 

 

Common Stock, no par value

(Title of Class of Securities)

 

774374102

(CUSIP Number)

 

David A. Hagelstein 36801 Woodward Avenue, Suite 313 Birmingham, MI 48009 Telephone: (248) 723-3352

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 21, 2011

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.    ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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SCHEDULE 13D/A

 

CUSIP No. 774374102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   David Hagelstein Charitable Remainder Unitrust dated November 20, 2003 33-6339713
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)          (b)
3.		SEC Use Only
4.		Source of Funds (See Instructions)   N/A
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   Michigan
Number of Shares Beneficially				7.		Sole Voting Power   -
				8.		Shared Voting Power   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
				9.		Sole Dispositive Power   -
				10.		Shared Dispositive Power   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨ N/A
13.		Percent of Class Represented by Amount in Row (11)   13.6%
14.		Type of Reporting Person (See Instructions)   OO

 

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SCHEDULE 13D/A

 

CUSIP No. 774374102

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)   David A. Hagelstein
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)
3.		SEC Use Only
4.		Source of Funds   PF OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ¨
6.		Citizenship or Place of Organization   U.S.A.
Number of Shares Beneficially				7.		Sole Voting Power   -
				8.		Shared Voting Power   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
				9.		Sole Dispositive Power   -
				10.		Shared Dispositive Power   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,655,754 (includes common stock warrants to purchase 862,502 shares of common stock)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
13.		Percent of Class Represented by Amount in Row (11)   13.6%
14.		Type of Reporting Person (See Instructions)   IN

 

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This Amendment No. 4 amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission on October 29, 2008, as subsequently amended and supplemented by the amendments thereto filed on January 15, 2009, June 3, 2009, and March 31, 2011 (collectively, “the Schedule 13D”), which relates to the common stock without par value (“Common Stock”) of Rockwell Medical Technologies, Inc., a Michigan corporation (the “Company”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D. All items or responses not described herein remain as previously reported in the Schedule 13D.

The percentage calculations in the above cover pages, and as set forth below, are based on the total outstanding shares of Common Stock of the Company, 18,666,668, as reported on the cover page of Form 10-Q of the Company filed with the Securities and Exchange Commission on November 4, 2011.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated in its entirety to read as follows:

The class of equity securities to which this statement relates is the Common Stock of the Company. This statement also relates to the acquisition of Common Stock Warrants (“Common Stock Warrants”) which permit the holder thereof, upon exercise of such Common Stock Warrants, to acquire Common Stock on a one-for-one basis. The address of the principal executive offices of the Company is 30142 Wixom Road, Wixom, MI 48393.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by the following:

On November 21, 2011, Mr. Hagelstein acquired a Common Stock Warrant to purchase 70,834 shares of Common Stock of the Company at a purchase price of $1.65 per share. On May 4, 2011, Mr. Hagelstein acquired a Common Stock Warrant to acquire 25,000 shares of Common Stock of the Company at a purchase price of $4.50 per share. On March 1, 2011, Mr. Hagelstein acquired a Common Stock Warrant to purchase 53,668 shares of Common Stock of the Company at a purchase price of $3.17 per share. On November 23, 2010, Mr. Hagelstein acquired a Common Stock Warrant to purchase 313,000 shares of Common Stock of the Company at a purchase price of $2.10 per share. On October 22, 2010, Mr. Hagelstein acquired a Common Stock Warrant to purchase 400,000 shares of Common Stock of the Company at a purchase price at $2.10 per share. Each of the Common Stock Warrants was purchased in a private transaction, has an exercise price of $7.18 per share, is immediately exercisable at the time of its respective acquisition, has an expiration date of November 28, 2012, and was acquired through standard margin loans from Morgan Stanley Smith Barney. In addition, since the date of the last report on Schedule 13D, Mr. Hagelstein, through open market purchases, acquired 4,000 shares of Common Stock at a purchase price of approximately $13.11 per share on July 5, 2011, 2,000 shares of Common Stock at a purchase price of approximately $9.305 per share on April 28, 2011, and 1,000 shares of Common Stock at a purchase price of approximately $10.26 per share on April 29, 2011, through standard margin loans from Oppenheimer and Co., Inc. Also, on May 4, 2011, Mr. Hagelstein, through an open market sale, sold 10,400 shares of Common Stock at a sales price of $10.75 per share.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety to read as follows:

(a) The Charitable Remainder Unitrust is the owner of 450,552 shares of the Common Stock of the Company. Mr. Hagelstein, through his Revocable Living Trust dated October 27, 1993, as amended, owns 1,342,700 shares of Common Stock and Common Stock Warrants to purchase 862,502 shares of Common Stock of the Company. Together the aggregate shares beneficially owned by the Charitable Remainder Unitrust and Mr. Hagelstein (including the Common Stock Warrants to purchase 862,502 shares of Common Stock) aggregate 2,655,754

 

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shares of Common Stock or 13.6% of the outstanding shares of the Company. Mr. Hagelstein is the sole trustee and beneficiary of the Revocable Living Trust and the sole trustee of the Charitable Remainder Unitrust. As such, Mr. Hagelstein has the power to vote all the shares which are subject to this filing and the power to cause the disposition of such shares.

(b) Mr. Hagelstein in his capacity as trustee of both the Revocable Living Trust and the Charitable Remainder Unitrust has the power to vote or dispose of all the shares of Common Stock held by the Revocable Living Trust and Charitable Remainder Unitrust.

(c) See Item 3 above which is incorporated by reference herein.

(d) No person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Common Stock or the Common Stock Warrants.

(e) Not applicable.

Item 7. Exhibits.

The following exhibits are included with this Amendment:

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated March 30, 2011, incorporated by reference to the Schedule 13D/A filed on March 31, 2011.

 

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SIGNATURES

After reasonable Inquiry, and to the best of my knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

 

 

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated March 30, 2011, incorporated by reference to the Schedule 13D/A filed on March 31, 2011.