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 UNIVERSAL BIOSENSORS INC [ UBI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 02/27/2017 | ||||||||||||||||||||||||||
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(1) | 02/27/2017 | P | 402,924 | A | $0.382(2)(5) | 10,263,462 | D(6) | |||
Common Stock(1) | 02/28/2017 | P | 247,001 | A | $0.385(3)(5) | 10,510,463 | D(6) | |||
Common Stock(1) | 03/01/2017 | P | 32,988 | A | $0.38(4)(5) | 10,543,451 | D(6) |
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 |
Explanation of Responses: |
1. Traded as Chess Depository Interests ("CDIs") on the Australian Stock Exchange. CDIs represent beneficial interests in the common stock held by CHESS Depository Nominees Pty Ltd. |
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.360 to $0.385, inclusive. The Reporting Person undertakes to provide to Universal Biosensors, Inc. ("UBI"), any security holder of UBI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions all at a price of $0.385. The Reporting Person undertakes to provide to Universal Biosensors, Inc. ("UBI"), any security holder of UBI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3) to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions all at a price of $0.380. The Reporting Person undertakes to provide to Universal Biosensors, Inc. ("UBI"), any security holder of UBI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. |
5. The price per share of the common stock reported is stated in Australian dollars, as converted from a U.S. dollar price on the date of the transaction. |
6. The common stock is directly held by VF High Conviction Fund ("Conviction Fund") and indirectly held by Viburnum Funds Pty Ltd ("Viburnum"), the manager of Conviction Fund, and the individual directors of Viburnum (Viburnum and the individual directors together, the "Viburnum Indirect Reporting Persons"). The individual directors of Viburnum are Craig Coleman, Marshall Allen, Anthony Howarth and Melissa Karlson. The Viburnum Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the Conviction Fund common stock in which the Viburnum Indirect Reporting Persons have no pecuniary interest. |
/s/ David St. Quintin, as attorney-in-fact for VF High Conviction Fund and Viburnum Funds Pty Ltd | 03/01/2017 | |
** 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. |