| 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 Lantern Pharma Inc. [ LTRN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2020 | ||||||||||||||||||||||||||
| 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, par value $0.0001 | 06/15/2020 | C | 41,535(4) | A | (5) | 211,291 | I | See footnote(1) | ||
| Common Stock, par value $0.0001 | 06/15/2020 | C | 292,605(4) | A | (6) | 292,605 | I | See footnote(2) | ||
| Common Stock, par value $0.0001 | 06/15/2020 | C | 131,697(4) | A | (7) | 131,697 | I | See footnote(3) | ||
| 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, par value $0.01 | (5) | 06/15/2020 | C | 23,871 | (5) | (5) | Common Stock | 41,535(4) | (5) | 0 | I | See footnote(1) | |||
| Series A Preferred Stock, par value $0.01 | (6) | 06/15/2020 | C | 168,164 | (6) | (6) | Common Stock | 292,605(4) | (6) | 0 | I | See footnote(2) | |||
| Series A Preferred Stock, par value $0.01 | (7) | 06/16/2020 | C | 75,688 | (7) | (7) | Common Stock | 131,697(4) | (7) | 0 | I | See footnote(3) | |||
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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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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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. These securities are directly held by Health Wildcatters Fund II, LLC ("HWF II"). Carl D. Soderstrom and Clay M. Heighten, M.D. are the managing members of Green Park & Golf Ventures, LLC ("GPG"), which is the managing member of Health Wildcatters, LLC ("HW"), which is the managing member of HWF II. Therefore, Carl D. Soderstrom, Clay M. Heighten, M.D., GPG, and HW may be deemed to beneficially own these securities. |
| 2. These securities are directly held by GPG LPI Investment, LLC ("GPG LPI"). Carl D. Soderstrom and Clay M. Heighten, M.D. are the managing members of GPG, which is the managing member GPG LPI. Therefore, Carl D. Soderstrom, Clay M. Heighten, M.D., and GPG may be deemed to beneficially own these securities. |
| 3. These securities are directly held by Lantern 3-19 Investment, LLC ("Lantern 3-19"). Carl D. Soderstrom, Clay M. Heighten, M.D., and Gilbert G. Garcia II are the managing members of Green Park & Golf Ventures II, LLC ("GPG II"), which is the managing member Lantern 3-19. Therefore, Carl D. Soderstrom, Clay M. Heighten, M.D., Gilbert G. Garcia II, and GPG II may be deemed to beneficially own these securities. |
| 4. In connection with the Issuer's initial public offering, which commenced on June 10, 2020 and closed on June 15, 2020 (the "Initial Public Offering"), the Issuer effected a 1.74-for-1 stock split on its outstanding common stock, par value $0.0001 (the "Common Stock"), which was made effective immediately prior to the closing of the Issuer's Initial Public Offering (the "Stock Split"). The share amounts set forth in this column reflect the Stock Split. |
| 5. In connection with the Initial Public Offering, 23,871 shares of the Issuer's Series A Preferred Stock, par value $0.01 ("Series A Preferred Stock"), directly held by HWF II, which had no expiration date, were automatically converted into 41,535 shares of Common Stock for no additional consideration immediately prior to the closing of the Initial Public Offering. |
| 6. In connection with the Initial Public Offering, 168,164 shares of Series A Preferred Stock directly held by GPG LPI, which had no expiration date, were automatically converted into 292,605 shares of Common Stock for no additional consideration immediately prior to the closing of the Initial Public Offering. |
| 7. In connection with the Initial Public Offering, approximately 75,688 shares of Series A Preferred Stock directly held by Lantern 3-19, which had no expiration date, were automatically converted into 131,697 shares of Common Stock for no additional consideration immediately prior to the closing of the Initial Public Offering. |
| Remarks: |
| (8) Signed by Gilbert G. Garcia II in his capacity as Principal of Green Park & Golf Ventures, LLC, the managing member of GPG LPI Investment, LLC. (9) Signed by Gilbert G. Garcia II in his capacity as Manager of Green Park & Golf Ventures II, LLC, the managing member of Lantern 3-19 Investment, LLC. (10) Signed by Gilbert G. Garcia II in his capacity as Principal of Green Park & Golf Ventures, LLC, the managing member of Health Wildcatters, LLC, the managing member of Health Wildcatters Fund II, LLC. (11) Signed by Gilbert G. Garcia II in his capacity as Principal of Green Park & Golf Ventures, LLC, the managing member of Health Wildcatters, LLC. (12) Signed by Gilbert G. Garcia II in his capacity as Manager of Green Park & Golf Ventures II, LLC. (13) Signed by Gilbert G. Garcia II in his capacity as Principal of Green Park & Golf Ventures, LLC. |
| /s/ Gilbert G. Garcia II (8) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II (9) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II (10) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II (11) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II (12) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II (13) | 06/17/2020 | |
| /s/ Gilbert G. Garcia II | 06/17/2020 | |
| /s/ Clay M. Heighten M.D. | 06/17/2020 | |
| /s/ Carl D. Soderstrom | 06/17/2020 | |
| ** 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. | ||
