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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 | ||||||||
| Warrant to Purchase Common Stock | $ 10.75 | 03/16/2015 | P | 17,114 | (4) | 03/16/2020 | Common Stock | 17,114 | $ 10.75 | 17,114 | I | See Footnote (5) | |||
| Series B Convertible Preferred Stock | (6) | 04/08/2016 | P | 326,468 | (6) | (6) | Common Stock | 65,293 | $ 0.81 | 1,040,753 | I | See Footnote (1) | |||
| Warrant to Purchase Common Stock | $ 4.05 | 04/08/2016 | P | 34,184 | (4) | 03/31/2021 | Common Stock | 34,184 | $ 0.001 | 34,184 | I | See Footnote (5) | |||
| Series B Convertible Preferred Stock | (2) | 04/08/2016 | C | 1,040,753 | (2) | (2) | Common Stock | 208,150 | $ 0 | 0 | I | See Footnote (1) | |||
| Warrant to Purchase Common Stock | $ 7 | 04/08/2016 | D | 35,714 | (4) | 06/26/2018 | Common Stock | 35,714 | (7) | 0 | I | See Footnote (1) | |||
| Warrant to Purchase Common Stock | $ 4.05 | 04/08/2016 | A | 35,714 | (4) | 03/31/2021 | Common Stock | 35,714 | (7) | 35,714 | I | See Footnote (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COOK JEREMY CURNOCK C/O AMPLIPHI BIOSCIENCES CORPORATION 3579 VALLEY CENTRE DRIVE, SUITE 100 SAN DIEGO, CA 92130 |
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| /s/ Jeremy Curnock Cook | 04/12/2016 | |
| **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) | The shares are held by One Funds Management Limited as Trustee for Asia Pacific Healthcare Fund II ("One Funds Management"). The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by One Funds Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any. |
| (2) | Each 5 shares of Series B Convertible Preferred Stock converted into one share of the Issuer's common stock for no additional consideration and had no expiration date |
| (3) | The Shares were issued pursuant to a Common Stock Issuance Agreement dated April 8, 2016 (the "Agreement") between the Issuer and certain holders of the Issuer's Series B Preferred Stock (the "Holders"). As consideration for the Shares, among other things, the Holders waived their right to receive certain cash payments to which they were entitled upon the conversion of their Series B Preferred Stock and also waived certain registration rights relating to certain future registration statements or public offerings that may be filed or conducted by the Issuer. |
| (4) | Immediately exercisable. |
| (5) | The warrant is held by Phillip Asset Management. The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by Phillip Asset Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any. |
| (6) | The Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder at a conversion ratio of one share of Common Stock for every 5 shares of Series B Preferred Stock. |
| (7) | The holder agreed to the amendment of the warrant issued to it by the Issuer on June 26, 2013 in order to reduce the exercise price of such warrant from $7.00 per share to $4.05 per share and extend the expiration date thereof from June 26, 2018 to March 31, 2021. |