Adynxx (ADYX) Form 4 Alliqua BioMedical / RICK ORR ownership change

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^*

ORR RICK

(Last) (First) (Middle)

C/O ADYNXX, INC.

100 PINE ST., STE. 500

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alliqua BioMedical, Inc. [ ADYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/03/2019		A(1)		142,090	A	(1)	142,090	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Option (Right to Buy)	$1.39	05/03/2019		A(1)		661		(2)	12/17/2022	Common Stock	661	(2)	661	D
Stock Option (Right to Buy)	$3.06	05/03/2019		A(1)		95,417		(3)	12/15/2026	Common Stock	95,417	(3)	95,417	D

Explanation of Responses:

1. Shares of common stock of the corporation then known as Adynxx, Inc. ("Private Adynxx") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, by and among the Issuer, Embark Merger Sub, Inc. and Private Adynxx (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.0359 shares of the Issuer's common stock. Following the merger, the Issuer effected a reverse stock split at a ratio of one new share for every six shares of common stock outstanding.

2. On December 18, 2012, Reporting Person was granted an option to purchase 18,401 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.05 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 661 shares of the Issuer's common stock at a per share exercise price of $1.39. This option has fully vested.

3. On December 16, 2016, Reporting Person was granted an option to purchase 2,657,848 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.11 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 95,417 shares of the Issuer's common stock at a per share exercise price of $3.06. Subject to Reporting Person's continued employment, 1/4th of the option vested and became exercisable on December 16, 2017 with the remainder vesting monthly thereafter for a total vesting period of 48 months. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable.

Remarks:

	/s/ John T. McKenna, Attorney-in-Fact	05/07/2019
	** 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).
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