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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 | |
Biotest Divestiture Trust 402 NORFOLK ST. CAMBRIDGE, MA 02139 |
X |
/s/ Eric Rosenbach, Trustee | 08/09/2018 | |
**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) | On May 14, 2018, pursuant to a Share Transfer, Amendment and Release Agreement, by and among the issuer, Biotest AG, Biotest Pharmaceuticals Corporation ("BPC"), Biotest US Corporation ("Biotest US"), and The Biotest Devestiture Trust (the "Trust"), BPC transferred to the issuer, for no cash consideration, 8,591,160 shares of the issuer's non-voting common stock previously issued to BPC in June 2017 and representing 100% of the issuer's then-issued and outstanding non-voting common stock. |
(2) | Represents securities owned by BPC. BPC is a wholly-owned subsidiary of Biotest US, which is wholly-owned by the Trust. Eric Rosenbach, the trustee of the Trust, is the sole director of each of BPC and Biotest US and has voting and investment discretion with respect to the securities of the issuer held by BPC. Mr. Rosenbach has no pecuniary interest in such securities. |