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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 C Participating Convertible Preferred Stock (4) | $ 1.13 | 09/30/2016 | C | 36,991 | 09/30/2016 | (5) | Common Stock | 3,699,100 | $ 0 | 0 | I | By Trust (6) (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SCHULER JACK W 100 N. FIELD DRIVE SUITE 360 LAKE FOREST, IL 60045 |
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Jack W. Schuler Living Trust 100 NORTH FIELD DRIVE SUITE 360 LAKE FOREST, IL 60045 |
/s/ Jack Schuler, as self and as Trustee of the Jack W. Schuler Living Trust | 10/04/2016 | |
**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) | On September 30, 2016, as a result of receipt of the Requisite Stockholder Approval (defined and described further in the Securities Purchase Agreement dated August 1, 2016 and filed as Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on August 2, 2016), each share of Preferred Stock (as defined below) automatically converted into 100 shares of Common Stock, reflecting a conversion price equal to $1.13 per share. |
(2) | The Common Stock is held directly by the Jack W. Schuler Living Trust (the "Trust"). Mr. Schuler serves as sole trustee to the Trust. |
(3) | Each Reporting Person disclaims beneficial ownership of the Common Stock except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(4) | These shares of Series C Participating Convertible Preferred Stock ("Preferred Stock") were acquired by the Trust in a privately negotiated transaction with the Issuer, which closed on August 8, 2016. |
(5) | The Preferred Stock had no expiration date. |
(6) | The Preferred Stock was held directly by the Trust. Mr. Schuler serves as sole trustee to the Trust. |
(7) | Each Reporting Person disclaims beneficial ownership of the Preferred Stock except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person was the beneficial owner of the Preferred Stock for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(8) | This figure has been reduced by 51,438 shares of Common Stock that had been inadvertently included in the shares of Common Stock beneficially owned by the Trust in Mr. Schuler's prior Form 4 filings. |
(9) | This figure includes an additional 85,200 shares of Common Stock that had been inadvertently excluded from the shares of Common Stock beneficially owned by Mr. Schuler's spouse in Mr. Schuler's prior Form 4 filings. |