|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series E Convertible Preferred Stock | (1) | 04/05/2017 | J(1) | 7,050 | 04/05/2017 | (1) | Common Stock | 7,050,000 | (1) | 7,050 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lough Denver C/O POLARITYTE, INC. 4041-T HADLEY ROAD SOUTH PLAINFIELD, NJ 07080 |
X | CEO and CSO |
/s/ Denver Lough | 04/06/2017 | |
**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) | On April 5, 2017, the Issuer closed the transactions contemplated under the Agreement and Plan of Reorganization dated as of December 1, 2016, as amended on December 16, 2016 (the transactions contemplated thereby, the "Merger"). In connection with the closing of the Merger, on April 5, 2017, the Issuer issued Dr. Denver Lough 7,050 shares of Series E Convertible Preferred Stock (the "Series E Shares") which are convertible into an aggregate of 7,050,000 shares of the Issuer's common stock. The Series E Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series E Shares, plus all accrued and unpaid dividends, if any as of such date of determination, divided by the conversion price. The stated value of each Series E Share is $1,000 and the initial conversion price is $1.00 per share, each subject to adjustment. There is no expiration date with respect to the Series E Shares or conversion thereof. |