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 STRATA Skin Sciences, Inc. [ SSKN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2018 | ||||||||||||||||||||||||||
| 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, $0.001 par value per share | 06/15/2018 | J(1) | 75,590(1) | A | $1.09(1) | 12,112,627 | D(2) | |||
| Common Stock, $0.001 par value per share | 06/15/2018 | J(1) | 75,590(1) | A | $1.09(1) | 12,112,627 | I | By: Accelmed Growth Partners (GP), L.P.(2) | ||
| Common Stock, $0.001 par value per share | 06/15/2018 | J(1) | 75,590(1) | A | $1.09(1) | 12,112,627 | I | By: Accelmed Growth Partners (AGP), Ltd.(2) | ||
| Common Stock, $0.001 par value per share | 06/15/2018 | J(1) | 75,590(1) | A | $1.09(1) | 12,112,627 | I | By: Accelmed Management Ltd.(2) | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 6/15/18 the reporting person (through indirect ownership) was entitled to receive 75,590 shares of the common stock pursuant to a "retained risk" provision in the Securities Purchase Agreement between the Company and Accelmed Growth Partners, L.P. dated 5/29/18 ("Purchase Agreement"). Purchase Agreement provided that the purchaser would receive additional shares of common stock in the event of certain contingent expense events, one of which was determined to have occurred on 6/15/18, resulted in the purchaser acquired additional shares. The number of shares issuable pursuant to that provision, determined on 6/15/18 pursuant to a formula set forth in the Purchase Agreement provided that, for purposes of determining the number of shares issuable, the common stock would be valued at $1.09 per share, which was the purchase price of the common stock in the Purchase Agreement. |
| 2. These shares are held directly by Accelmed Growth Partners, L.P. and may be deemed to be beneficially owned indirectly by (i) Accelmed Growth Partners (GP), L.P., the general partner of Accelmed Growth Partners, L.P., (ii) Accelmed Growth Partners (AGP) Limited, the general partner of Accelmed Growth Partners (GP), L.P., and (iii) Accelmed Growth Partners Management Ltd., which has certain voting and dispositive power over the shares pursuant to a management agreement. Each of Accelmed Growth Partners (GP), L.P., Accelmed Growth Partners (AGP) Limited, and Accelmed Growth Partners Management Ltd. disclaims such beneficial ownership except to the extent of its pecuniary interest in the shares. |
| Remarks: |
| Accelmed Growth Partners, L.P. By: Accelmed Growth Partners (GP), L.P., its general partner By: Accelmed Growth Partners (AGP) Ltd., its general partner By: /s/ Uri Geiger, Managing Partner | 09/07/2018 | |
| Accelmed Growth Partners (GP), L.P. By: Accelmed Growth Partners (AGP) Ltd., it general partner By: /s/ Uri Geiger, Managing Partner | 09/10/2018 | |
| Accelmed Growth Partners (AGP) Ltd. By: /s/ Uri Geiger, Managing Partner | 09/07/2018 | |
| Accelmed Growth Partners Management Ltd. By: /s/ Uri Geiger, Managing Partner | 09/07/2018 | |
| ** 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. | ||