Lightwave Logic (LWLG) Form 4 Lightwave Logic / FREDERICK J LEONBERGER 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^*

LEONBERGER FREDERICK J

(Last) (First) (Middle)

369 INVERNESS PARKWAY

SUITE 350

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lightwave Logic, Inc. [ LWLG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2022

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	12/02/2022		M		31,000	A	$0.73	36,182	D
Common Stock	12/02/2022		S		31,000	D	$7.068(1)	5,182	D
Common Stock	12/02/2022		X		125,000	A	$0.98	130,182(2)	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
Employee Stock Option (Right to Buy)	$0.73	12/02/2022		M			31,000	(3)	03/27/2027	Common Stock	31,000	$0	1,024,000	D
Warrant (Right to Buy)	$0.98	12/02/2022		X			125,000	(4)	12/31/2022	Common Stock	125,000	$0	899,000(5)	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. Share prices on this transaction ranged from $7.03 to $7.16. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 ranges set forth in footnote to this Form 4.

2. The amount of securities reported in Column 5 includes a restricted stock award of 5,182 shares that vest in 3 equal annual installments over 3 years, with the first installment vesting December 31, 2022, subject to continued service with the Company through the applicable vesting dates. Any unvested 5,182 award shares are subject to forfeiture.

3. On 03/28/2017 the registrant granted the reporting person an option to purchase up to 200,000 shares of company stock that vest pursuant to the following schedule: 50,000 options vest on April 1, 2017, and the remaining options vest in three equal annual installments of 50,000 options per year commencing on the 1st day of each one year anniversary of the initial vesting date.

4. The warrant vests as follows: 31,256 on December 13, 2012 with remainder vesting in equal monthly installments of 7,812 over the next 12 months thereafter.

5. Includes employee stock options to purchase up to 299,000 shares of common stock and warrants to purchase up to 600,000 shares of common stock.

	/s/ James S. Marcelli, Attorney-in-fact for Frederick J. Leonberger	12/06/2022
	** 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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