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 ADMA BIOLOGICS, INC. [ ADMA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/07/2022 | ||||||||||||||||||||||||||
| 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 | 03/07/2022 | A | 300,000(1) | A | $0 | 2,410,583(2)(3)(4)(5) | D | |||
| Common Stock | 1,128,444 | I | See Footnote(6) | |||||||
| Common Stock | 580,957 | I | See Footnote(7) | |||||||
| 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 | ||||||||
| Employee Stock Option (right to buy) | $1.67 | 03/07/2022 | A | 600,000 | (8) | 03/07/2032 | Common Stock | 600,000 | $0 | 600,000 | D | ||||
| Explanation of Responses: |
| 1. These shares represent restricted stock units ("RSUs") that will vest quarterly on the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date. |
| 2. Includes (i) 300,000 RSUs granted on March 7, 2022 and reported on this Form 4, subject to vesting as set forth in footnote (1); (ii) 907,500 Time-Based RSUs granted on September 29, 2021, subject to time based vesting conditions (the "Time-Based RSUs"), of which (x) 50% of the Time Based RSUs shall vest on December 31, 2022 ("Initial Vesting Date") and (y) 50% of the Time-Based RSUs shall vest in eight (8) equal quarterly installments over a period of two years following the Initial Vesting Date, becoming fully vested on December 31, 2024 and that will be settled into common stock upon vesting, subject to the reporting person's continued employment on the applicable vesting date; |
| 3. (continue from footnote 2) (iii) 742,500 Milestone-Based RSUs granted on September 29, 2021, subject to milestone-based vesting conditions (the "Milestone-Based RSUs") established by the Board of Directors, upon the recommendation of the Compensation Committee of the Board of Directors, of which (x) 22.2% of the Milestone-Based RSUs shall become vested upon the completion of a debt refinancing which adds non-dilutive capital to the Company's balance sheet before or during the calendar year ending December 31, 2022, (y) 33.3% of the Milestone-Based RSUs shall become vested upon the achievement of a 15% gross margin on BIVIGAM without intermediates by the end of the fourth quarter of 2022, and (z) 44.5% of the Milestone-Based RSUs shall become vested upon the achievement of $35 million in quarterly revenues in or before the fourth quarter of 2022 and that will be settled into common stock upon vesting, |
| 4. (continue from footnote 3) subject to the reporting person's continued employment on the applicable vesting date; (iv) 162,893 unvested RSUs granted on February 25, 2021, of which 137,362 RSUs will vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and 25,531 RSUs are subject to cliff vesting with one-third of such RSUs vesting on each anniversary of the date of grant over three years, subject to the reporting person's continued service as of the applicable vesting date, and in each case will be settled into common stock upon vesting; |
| 5. (continue from footnote 4) (v) 50,000 unvested RSUs granted on February 28, 2020, which vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and will be settled into common stock upon vesting; and (vi) 247,690 shares of common stock owned by the reporting person, which reflects shares previously purchased in the open market and the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes. |
| 6. These shares are owned by Areth, LLC ("Areth"). The reporting person is a control person of Areth. |
| 7. These shares are owned by Hariden, LLC ("Hariden"). The reporting person is the managing member of Hariden. |
| 8. The options vest over four years with 25% of the shares of common stock underlying the options vesting on the one year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on March 7, 2026. |
| /s/ Adam S. Grossman, by Brian Lenz as Attorney-in-fact | 03/09/2022 | |
| ** 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). | ||
| 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. | ||