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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Chione Ltd SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 6015 LARNACA, G4 CY |
X | |||
| Czernik Marcin SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 6015 LARNACA, G4 00000 |
X | |||
| Hadjimichael Andreas SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 6015 LARNACA, G4 00000 |
X | |||
| Hadjimichael George SIMOU MENARDOU 5, KIFISIA COURT, OFFICE 225 6015 LARNACA, G4 00000 |
X | |||
| Smolokowski Wiaczeslaw CHALET LENOTCHKA CH.DE BARNOUD 1885 CHESIERES SWITZERLAND, G4 00000 |
X | |||
| /s/ Chione Limited, by /s/ Simon Prisk, as attorney-in fact by power of attorney | 02/27/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Marcin Czernik, by /s/ Simon Prisk, as attorney-in fact by power of attorney | 02/27/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Andreas Hadjimichael, by /s/ Simon Prisk, as attorney-in fact by power of attorney | 02/27/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ George Hadjimichael, by /s/ Simon Prisk, as attorney-in fact by power of attorney | 02/27/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Wiaczeslaw Smolokowski, by /s/ Simon Prisk, as attorney-in fact by power of attorney | 02/27/2018 | |
| **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 prices reported in Column 4 are weighted average prices. The shares were sold on 02/25/2019 at prices ranging from $4.80 to $5.31, inclusive, on 02/26/2019 at prices ranging from $5.00 to $5.08, inclusive, and on 02/27/2019 at prices ranging from $4.40 to $4.675, inclusive. |
| (2) | The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within each of the ranges set forth in footnote 1 above. |
| (3) | Shares of Common Stock are owned directly by Chione Limited ("Chione"). Chione's directors, Marcin Czernik, Andreas Hadjimichael and George Hadjimichael, may be deemed to share voting and investment power and beneficial ownership of the shares of Common Stock directly owned by Chione. Wiaczeslaw Smolokowski, the sole shareholder of Chione, may also be deemed to share voting and investment power and beneficial ownership of the shares of Common Stock directly owned by Chione. |
| (4) | Each reporting person states that neither the filing of this Form 4 nor anything herein shall be deemed an admission that such person or any other person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this Form 4. Beneficial ownership of the securities covered by this statement is disclaimed. |
| (5) | Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this Form 4 nor anything herein shall be construed as an admission that such person or any other person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer. |
| Remarks: Exhibit Index Exhibit 24.1 - Power of Attorney, dated February 8, 2019, made by Marcin Czernik and Chione Limited in favor of Simon Prisk (previously filed) Exhibit 24.2 - Power of Attorney, dated February 8, 2019, made by Andreas Hadjimichael and Chione Limited in favor of Simon Prisk (previously filed) Exhibit 24.3 - Power of Attorney, dated February 8, 2019, made by George Hadjimichael and Chione Limited in favor of Simon Prisk (previously filed) Exhibit 24.4 - Power of Attorney, dated February 8, 2019, made by Wiaczeslaw Smolokowski in favor of Simon Prisk Exhibit (previously filed) 99.1 - Joint Filer Information (filed herewith) Exhibit 99.2 - Joint Filing Agreement (filed herewith). All previously filed exhibits were filed with the Schedule 13G/A of the reporting persons, filed on February 13, 2019. | |