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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 | ||||||||
Options to purchase common stock | $ 2.55 | 07/07/2017 | A | 250,000 | 07/07/2017 | 12/21/2019 | Common Stock | 250,000 | (1) | 250,000 | D | ||||
Options to purchase common stock | $ 1.61 | 01/25/2017(6) | 01/25/2022 | Common Stock | 99,378 | 99,378 | D | ||||||||
Options to purchase common stock | $ 1.89 | 02/04/2016(3) | 02/04/2021 | Common Stock | 132,780 | 132,780 | D | ||||||||
Series A Convertible Preferred Stock, Par Value $0.001 | (4) | (4) | (4) | Common Stock | (4) | 7,000 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Trombetta Giandomenico CORSO VENEZIA 44 MILAN, L6 20121 |
X | X |
/s/ Giandomenico Trombetta | 07/10/2017 | |
**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) | Not applicable. |
(2) | These shares are held directly by BP4 S.r.l. Innovest S.p.A. is the controlling shareholder of BP4 S.r.l. Mr. Trombetta is a shareholder and director of Innovest S.p.A. and Managing Director of BP4 S.r.l., and may be deemed to have voting and investment power over the securities held by BP4 S.r.l. Mr. Trombetta disclaims beneficial ownership of all securities held by BP4 S.r.l., except to the extent of his pecuniary interest therein, if any. |
(3) | These options are exercisable as follows: (i) for 44,260 shares on the date of grant (2-4-16) and (ii) for an additional 1/3 of the 88,520 remaining shares on each of the 1st through 3rd anniversaries of the date of grant. |
(4) | Each share of Series A Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value"), and is initially convertible at any time at the holder's election into such number of shares of Common Stock determined by dividing the Stated Value by $2.37 and, if not earlier converted, is mandatorily convertible into Common Stock at the end of five years at $2.37 per share, or $1.50 per share if certain conditions have not been met, all subject to anti-dilution adjustments. |
(5) | All of these shares are issuable to the reporting person at the termination of employment. |
(6) | These options are exercisable as follows: (i) for 33,126 shares on the date of grant (1-25-17) and (ii) for an additional 1/3 of the 66,252 remaining shares on each of the 1st through 3rd anniversaries of the date of grant. |