SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Precipio, Inc. [ PRPO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/28/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/28/2017 | C | 325,393 | A | (1) | 543,649 | I | by Senior Staff 2008(3) | ||
Common Stock | 08/28/2017 | C | 325,393 | A | (1) | 515,997 | I | by Staff 2010(3) | ||
Common Stock | 08/28/2017 | C | 162,696 | A | (1) | 271,824 | I | by Incentive 2010(3) | ||
Common Stock | 27,651 | I | by Staff 2014(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 A Senior Convertible Preferred Stock | (1) | 08/28/2017 | C | 325,393 | (1) | (1) | Common Stock | 325,393(1) | (1) | 0 | I | by Senior Staff 2008(3) | |||
Warrant to Purchase Common Stock | $10 | 08/28/2017 | P | 160,585 | 08/28/2017 | 08/28/2022 | Common Stock | 160,585 | (2) | 160,585 | I | by Senior Staff 2008(3) | |||
Series A Senior Convertible Preferred Stock | (1) | 08/28/2017 | C | 325,393 | (1) | (1) | Common Stock | 325,393(1) | (1) | 0 | I | by Staff 2010(3) | |||
Warrant to Purchase Common Stock | $10 | 08/28/2017 | P | 160,585 | 08/28/2017 | 08/28/2022 | Common Stock | 160,585 | (2) | 160,585 | I | by Staff 2010(3) | |||
Series A Senior Convertible Preferred Stock | (1) | 08/28/2017 | C | 162,696 | (1) | (1) | Common Stock | 162,696(1) | (1) | 0 | I | by Incentive 2010(3) | |||
Warrant to Purchase Common Stock | $10 | 08/28/2017 | P | 80,292 | 08/28/2017 | 08/28/2022 | Common Stock | 80,292 | (2) | 80,292 | I | by Incentive 2010(3) |
Explanation of Responses: |
1. In connection with an underwritten public offering of the issuer, which closed on August 28, 2017 (the "Offering"), Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010") each entered into an agreement with the issuer to convert all shares of Series A Senior Convertible Preferred Stock ("Senior Preferred Stock"), including all accrued dividends, held by these entities into shares of common stock at a conversion ratio of 1-for-1 (the "Conversion"). The shares of Senior Preferred Stock were immediately convertible and had no expiration date. |
2. The issuer agreed to issue warrants to purchase shares of common stock to each holder of Senior Preferred Stock that agreed to the Conversion in connection with the Offering. Senior Staff 2008, Staff 2010 and Incentive 2010 each received warrants to purchase that number of shares of issuer common stock equal to 50% of the number of shares of common stock received in connection with the Conversion, excluding accrued dividends, which warrants are exercisable immediately and have a term of five (5) years. |
3. Randal J. Kirk controls each of Senior Staff 2008, Staff 2010, Incentive 2010 and Third Security Staff 2014 LLC ("Staff 2014"). Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. |
/s/ Randal J. Kirk | 08/30/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |