| 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 Protea Biosciences Group, Inc. [ PRGB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/24/2017 | ||||||||||||||||||||||||||
| 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 | 03/24/2017(1) | J | 6,000,000(1) | A | $0 | 15,761,027(3) | D | |||
| Common Stock | 03/24/2017(4) | J | 3,333,333(4) | A | $0 | 15,761,027(3) | I | By spouse(4) | ||
| 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 | ||||||||
| Class A Warrant (right to buy)(1) | $0.09(1) | 03/24/2017 | J | 6,000,000(1)(2) | 03/24/2017 | 09/24/2018 | Common Stock | 6,000,000(1)(2) | $0.00 | 22,299,859(5) | D | ||||
| Class B Warrant (right to buy)(1) | $0.1125(1) | 03/24/2017 | J | 6,000,000(1)(2) | 03/24/2017 | 03/24/2022 | Common Stock | 6,000,000(1)(2) | $0.00 | 22,299,859(5) | D | ||||
| Class A Warrant (right to buy)(1) | $0.09(4) | 03/24/2017 | J | 3,333,333(2)(4) | 03/24/2017 | 09/24/2018 | Common Stock | 3,333,333(2)(4) | $0.00 | 22,299,859(5) | I | By spouse(4) | |||
| Class B Warrant (right to buy)(1) | $0.1125(4) | 03/24/2017 | J | 3,333,333(2)(4) | 03/24/2017 | 03/24/2022 | Common Stock | 3,333,333(2)(4) | $0.00 | 22,299,859(5) | I | By spouse(4) | |||
| Explanation of Responses: |
| 1. Mr. Hostler held $450,000 of outstanding principal indebtedness and accrued unpaid interest of the Issuer ("Unsecured Debt"). On March 24, 2017, Mr. Hostler exchanged $450,000 of Unsecured Debt of the Issuer, for units of the Issuer's equity securities, consisting of (a) an aggregate of 6,000,000 shares of common stock, $0.0001 par value per share of the Issuer ("Common Stock"), valued at $0.075 per share, (b) 18 month Class A warrants to purchase 6,000,000 shares of Common Stock at an exercise price of $0.09 per share ("Class A Warrant"), and (c) five year Class B warrants to purchase another 6,000,000 shares at an exercise price of $0.1125 per share ("Class B Warrant"). |
| 2. The shares of Common Stock reported in Column 5 and 7 are the number of shares of Common Stock issuable upon exercise of the Class A Warrant and/or Class B Warrant. |
| 3. Includes 6,206,637 shares of Common Stock held by Mr. Hostler's wife, Virginia Child. |
| 4. Mr. Hostler's wife, Virginia Child, held $250,000 of outstanding principal indebtedness and accrued unpaid interest of the Issuer ("Unsecured Debt"). On March 24, 2017, Ms. Child exchanged $250,000 of Unsecured Debt of the Issuer, for units of the Issuer's equity securities, consisting of (a) an aggregate of 3,333,333 shares of Issuer Common Stock, valued at $0.075 per share, (b) 18 month Class A Warrants to purchase 3,333,333 shares of Common Stock at an exercise price of $0.09 per share, and (c) five year Class B Warrants to purchase another 3,333,333 shares at an exercise price of $0.1125 per share. |
| 5. Includes 732,667 shares of Common Stock to be acquired upon the exercise of stock options and 21,567,192 shares of Common Stock to be acquired upon the exercise of warrants, including 8,242,988 warrants held by Mr. Hostler wife, Virginia Child. |
| /s/Stanley Hostler | 03/31/2017 | |
| ** 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. | ||
