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 Boston Therapeutics, Inc. [ BTHE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/14/2017 | ||||||||||||||||||||||||||
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 |
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 Preferred Stock(2) | $0.1 | 08/14/2017 | P | 1,000,000 | 08/14/2017 | (2) | Common Stock | 1,000,000 | $0.1 | 1,000,000 | D | ||||
Common Stock Purchase Warrants(2) | $0.15 | 08/14/2017 | P | 2,000,000 | 08/14/2017 | 08/14/2022 | Common Stock | 2,000,000 | $0.15 | 2,000,000 | D | ||||
Series A Preferred Stock(2) | $0.1 | 02/02/2018 | P | 1,000,000 | 02/02/2018 | (2) | Common Stock | 1,000,000 | $0.1 | 1,000,000 | D | ||||
Common Stock Purchase Warrants(2) | $0.15 | 02/02/2018 | P | 2,000,000 | 02/02/2018 | 02/02/2023 | Common Stock | 2,000,000 | $0.15 | 2,000,000 | D | ||||
Stock Options(1) | $0.2 | 08/12/2016 | 08/12/2021 | Common Stock | 6,000,000 | 6,000,000 | D | ||||||||
Stock Options | $0.18 | 03/25/2015 | 08/12/2026 | Common Stock | 500,000 | 500,000 | D | ||||||||
Stock Options | $0.1 | 09/15/2011 | 08/12/2026 | Common Stock | 1,500,000 | 1,500,000 | D |
Explanation of Responses: |
1. The options vest in three equal tranches of 2,000,000 upon the Company the Company raising $1,000,000 in financing, the Company raising $5,000,000 in financing and the Company entering into a significant corporate alliance for substantial marketing and selling of the Company's product portfolio. The initial tranche is exercisable at $0.20 per share, the second tranche will be $0.40 per share and the third tranche will be $0.60 per share, which such vesting is subject to continued employment as an executive with the Company as of the vesting date. The expiration date is five years from the date of grant. |
2. On August 14, 2017 and February 2, 2018, World Technology East II Limited ("WTE") acquired 10,000 shares of Series A Preferred Stock and common stock purchase warrants to acquire 2,000,000 shares of common stock on each date. Mr. Rausch and Conroy Cheng each equally control WTE and share dispositive and voting control over such securities. |
/s/ Carl W. Rausch | 02/12/2018 | |
** 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. |