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 Jaguar Health, Inc. [ JAGX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/14/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 A Convertible Participating Preferred Stock | $2.775 | 03/14/2019 | H | 5,524,926 | (2)(3)(4)(5) | (2)(3)(4)(5) | Voting Common Stock | 3,314,956 | (6) | 0 | I(7) | See Footnote(7) | |||
| Series A Convertible Participating Preferred Stock | $0.2775(1) | 03/14/2019 | P | 5,524,926 | (2)(3)(4)(5) | (2)(3)(4)(5) | Voting Common Stock | 33,149,556 | (6) | 5,524,926 | I(7) | See Footnote(7) | |||
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. Each share of Series A Preferred Stock ("Preferred Stock") is now convertible into six shares of Voting Common Stock at an effective conversion price of $0.2775 per share (based on an original price per share of Preferred Stock of $1.665). The conversion price is subject to certain adjustments in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization. As described in Footnote (6), this Form 4 is being filed solely due to a reduction of the conversion price of the Preferred Stock (which results in a commensurate increase in the number of underlying shares of Voting Common Stock). The Reporting Persons did not actually dispose of any shares of Preferred Stock. |
| 2. The shares of Preferred Stock will be mandatorily converted into shares of the Issuer's Voting Common Stock upon the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the then outstanding shares of Preferred Stock. Additionally, at any time after the first anniversary of the original issuance of the Preferred Stock (March 23, 2018), so long as certain call conditions specified in the Issuer's Certificate of Designation filed March 22, 2018, as amended on March 14, 2019 (as so amended, the "Certificate") have been satisfied, the Issuer shall have the right to offer to redeem shares of Preferred Stock at a share price equal to two times the original share issue price of the Purchased Shares. |
| 3. If a holder of Preferred Stock fails to accept the Issuer's offer to redeem such holder's shares of Preferred Stock, as described in Footnote (2), such holder's shares of Preferred Stock shall automatically be converted into shares of the Issuer's Voting Common Stock. |
| 4. If certain revenue, Voting Common Stock price, and registration conditions are not satisfied, then the holders of at least a majority of the shares of Preferred Stock then outstanding may require the Issuer to redeem such holders' shares of Preferred Stock then outstanding at a per share purchase price equal to $2.3057 ("Mandatory Redemption"). The Mandatory Redemption right terminates upon those certain revenue and Voting Common Stock price conditions mentioned in the previous sentence being satisfied by, at the latest, June 30, 2021. |
| 5. The holders of Preferred Stock also have the right to require the Issuer to repurchase their shares of then outstanding Preferred Stock at a price to be calculated pursuant to the terms of the Certificate upon the occurrence of an acquisition by a person or group of (i) more than 50% of the voting and/or economic interest of the Issuer's capital stock, (ii) the power (whether or not exercised) to elect a majority of the members of the Issuer board of directors (or similar governing body) or (iii) the occurrence of any "change of control" or similar event under any agreements relating to any indebtedness of the Issuer or its subsidiaries, or a merger or sale of substantially all of the Issuer's assets. |
| 6. The two transactions reported in Table II arise out of an amendment of the Certificate of Designation as of March 14, 2019 to reduce the then-current conversion price per share from $2.775 per share to $0.2775 per share. Consistent with existing SEC interpretive and no-action positions, the amendment is reported above as if such reduction consisted of the cancellation of "old" Preferred Stock with the prior conversion price of $2.775 and the acquisition of "new" Preferred Stock with the reduced conversion price of $0.2775. The Reporting Persons did not actually dispose of any shares of Preferred Stock. |
| 7. Sagard is the direct beneficial owner of the shares of Preferred Stock reported herein. GP and Sagard Management are indirect beneficial owners of such shares of Preferred Stock. Each of Power Corporation of Canada, Sagard Holdings ULC and the Trust and the trustees of the Trust disclaims beneficial ownership (as defined in Rule 16a-1(a)(2)) of the securities reported herein except to the extent of its pecuniary interest therein, if any. |
| /s/Samuel Robinson Samuel Robinson, President of Sagard Capital Partners GP, Inc., the general partner of Sagard Capital Partners, L.P. | 03/15/2019 | |
| /s/Samuel Robinson Samuel Robinson, President of Sagard Capital Partners GP, Inc. | 03/15/2019 | |
| /s/Samuel Robinson Samuel Robinson, President of Sagard Capital Partners Management Corp. | 03/15/2019 | |
| ** 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. | ||