Platinum Partners Value Arbitrage Fund Inactive
Filed: 18 May 15, 12:00am
| 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 Echo Therapeutics, Inc. [ ECTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2014 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 12/19/2014 | 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) | 12/18/2014 | J(2) | 1,052,410 | D | (2) | 511,273 | I(3) | By Platinum Partners Value Arbitrage Fund L.P. | ||
| Common Stock(1) | 12/18/2014 | J(2) | 447,590 | D | (2) | 272,603 | I(4) | By Platinum Partners Liquid Opportunity Master Fund L.P. | ||
| 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 F Preferred Stock(1) | (5)(6)(7) | 12/18/2014 | P | 420,168 | (5)(6)(7) | (5)(6)(7) | Common Stock | 420,168(5)(6)(7) | $1.19 | 420,168 | I(3) | By Platinum Partners Value Arbitrage Fund L.P. | |||
| Warrants(1) | $3(8)(9) | 12/18/2014 | P | 1 | 06/19/2015(8)(9) | 12/18/2019 | Common Stock | 420,168(8)(9) | $0 | 1 | I(3) | By Platinum Partners Value Arbitrage Fund L.P. | |||
| Series F Preferred Stock(1) | (5)(6)(7) | 12/18/2014 | J(2) | 1,052,410 | (5)(6)(7) | (5)(6)(7) | Common Stock | 1,052,410(5)(6)(7) | (2) | 1,472,578 | I(3) | By Platinum Partners Value Arbitrage Fund L.P. | |||
| Series F Preferred Stock(1) | (5)(6)(7) | 12/18/2014 | J(2) | 447,590 | (5)(6)(7) | (5)(6)(7) | Common Stock | 447,590(5)(6)(7) | (2) | 447,590 | I(4) | By Platinum Partners Liquid Opportunity Master Fund L.P. | |||
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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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. This Form 4 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Long Term Growth VII, LLC ("Platinum VII"), Platinum-Montaur Life Sciences, LLC ("Platinum-Montaur"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management") and Mark Nordlicht (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. |
| 2. On December 18, 2014, the Reporting Persons entered into a Letter Agreement with the Issuer and the members of the Board of Directors of the Issuer (the "Board"). Pursuant to the terms of the Letter Agreement, the Reporting Persons agreed, among other things, to exchange the number of shares of Common Stock owned by them for shares of Series F Preferred Stock, such that the number of shares of Common Stock owned by the Reporting Persons following the exchange shall be less than 9.9% of the then outstanding shares of Common Stock. Accordingly, PPVA and PPLO exchanged 843,526 and 356,474 shares of Common Stock, respectively, for an equivalent number of shares of Series F Preferred Stock. |
| 3. Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht as the Chief Investment Officer of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA. |
| 4. Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO, and Mark Nordlicht as the Chief Investment Officer of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO. |
| 5. The shares of Series F Preferred Stock (the "Preferred Stock") are immediately exercisable. Pursuant to the terms of the Preferred Stock, the number of shares of Common Stock that the Preferred Stock can be converted into is limited, pursuant to the terms of the Preferred Stock, to the number of shares of Common Stock to be issued pursuant to such conversion that would not exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder ("Section 13(d)")) 19.99% of all of the Common Stock outstanding at such time (the "19.99% Preferred Stock Blocker"). |
| 6. The 19.99% Preferred Stock Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Preferred Stock Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Preferred Stock Blocker, with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock. |
| 7. The Preferred Stock also contains restrictions on conversion such that the holder may not convert the Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d)), in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Preferred Stock Blocker"). The 9.99% Preferred Stock Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Preferred Stock Blocker. |
| 8. Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 19.99% of all of the Common Stock outstanding at such time (the "19.99% Warrant Blocker"). The 19.99% Warrant Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Warrant Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Warrant Blocker, with regard to any or all shares of Common Stock issuable upon exercise of the Warrant. |
| 9. Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Warrant Blocker"). The 9.99% Warrant Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Warrant Blocker. |
| Remarks: |
| /s/ Mark Nordlicht | 05/18/2015 | |
| Platinum Partners Value Arbitrage Fund L.P., By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| Platinum Partners Liquid Opportunity Master Fund L.P., By Platinum Liquid Opportunity Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| Platinum-Montaur Life Sciences, LLC, By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| Platinum Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| Platinum Liquid Opportunity Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| Platinum Long Term Growth VII, LLC, By Platinum Management (NY) LLC, as Investment Manager, By: /s/ Mark Nordlicht, Chief Investment Officer | 05/18/2015 | |
| ** 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. | ||