| 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 Bone Biologics Corp [ BBLG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/07/2017 | ||||||||||||||||||||||||||
| 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 | 09/07/2017 | J(1) | 1,826,779 | D | $0 | 1,941,579 | I(2) | By AFH Holding & Advisory LLC | ||
| Common Stock | 09/07/2017 | J(1) | 1,826,779 | A | $0 | 1,826,779 | I(2)(3) | By H&H Funding, LLC | ||
| Common Stock | 09/07/2017 | J(4) | 200,000 | A | $0 | 2,026,779 | I(2)(3) | By H&H Funding, LLC | ||
| Common Stock | 11/29/2017 | J | 915,614 | A | $0 | 2,942,393 | I(3) | By H&H Funding, LLC | ||
| Common Stock | 600,000 | I(5) | By children | |||||||
| Common Stock | 300,000 | I(5) | By KIG LLC | |||||||
| 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 | ||||||||
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. The reported shares reflect the transfer of shares held directly by AFH Holding & Advisory LLC ("AFH Holding") to H&H Funding, LLC ("H&H"). |
| 2. Amir Farrokh Heshmatpour is the sole member and managing director of AFH Holding and has sole voting and investment power over the shares held by AFH Holding and may be deemed to beneficially own the shares held by AFH Holding. |
| 3. AFH Holding beneficially owns 80% of H&H's capital and may be deemed to beneficially own the shares held by H&H. Mr. Heshmatpour, as the sole member and managing director of AFH Holding, may be deemed to beneficially own the shares held by H&H. Mr. Heshmatpour and AFH Holding disclaim beneficial ownership of the shares owned by H&H except to the extent of their respective pecuniary interests therein. |
| 4. The reported shares reflect the transfer of securities held directly by H&H (Hong Kong) Holdings Co, of which Mr. Heshmatpour is the sole stockholder, to H&H. |
| 5. The reported shares include (i) 600,000 shares owned directly by Mr. Heshmatpour's children, as to which Mr. Heshmatpour disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any; and (ii) 300,000 shares owned directly by KIG LLC, of which the Mr. Heshmatpour's spouse is the sole member and over which she has sole voting and investment control, as to which Mr. Heshmatpour disclaims beneficial ownership except to the extent of his pecuniary interest therein, if any. |
| /s/ Amir Farrokh Heshmatpour | 12/05/2017 | |
| /s/ Amir Farrokh Heshmatpour | 12/05/2017 | |
| ** 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. | ||
