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 Vivani Medical, Inc. [ VANI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/30/2022 | ||||||||||||||||||||||||||
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 | 08/30/2022 | J(1) | 178,170 | A | $0 | 178,170 | D | |||
Common Stock | 08/30/2022 | J(1) | 150,930 | A | $0 | 150,930 | I | Trusts(2) | ||
Common Stock | 08/30/2022 | J(1) | 747,387 | A | $0 | 747,387 | 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 | ||||||||
Common Stock Option | $3.15 | 08/30/2022 | J(4) | 30,187 | 08/30/2022 | 11/13/2028 | Common Stock | 30,187 | $0 | 30,187 | D | ||||
Common Stock Option | $3.15 | 08/30/2022 | J(4) | 30,187 | 08/30/2022 | 11/11/2029 | Common Stock | 30,187 | $0 | 30,187 | D | ||||
Common Stock Option | $3.15 | 08/30/2022 | J(4) | 30,187 | 08/30/2022 | 11/19/2030 | Common Stock | 30,187 | $0 | 30,187 | D | ||||
Warrants | $3.15 | 08/30/2022 | J(5) | 25,927 | 08/30/2022 | 12/14/2023 | Common Stock | 25,927 | $0 | 25,927 | I | See Footnote(6) |
Explanation of Responses: |
1. Represents shares of common stock issued in the acquisition transaction of Nano Precision Medical Inc. consummated August 30, 2022. |
2. Represents five trusts, each one established for a separate grandchild of the Reporting Person, each trust owning an aggregate of 30,186 shares of common stock, all trusts with the same terms, over which the Reporting Person has voting and dispositive authority. |
3. Represents shares of common stock owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 149,478 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company. |
4. Represents the replacement option to be issued by Vivian Medical, Inc. (f/k/a Second Sight Medical Products, Inc.) at the effective time of the merger acquisition thereof, pursuant to the terms of the Agreement and Plan of Merger entered into on February 4, 2022. |
5. Represents warrants to purchase shares of common stock assumed on the effective date of the acquisition of Nano Precision medical, Inc., consummated on August 30, 2022, pursuant to the Agreement and Plan of Merger dated February 4, 2022. |
6. Represents shares of common stock underlying a warrant owned by MFE, LLC over which the Reporting Person has voting and dispositive authority. The Reporting Person disclaims pecuniary interest in 20% of the limited liability company and therefore 5,185 shares of common stock held by the limited liability company, which are beneficially owned by other members of the limited liability company. |
/s/ Aaron Mendelsohn | 08/31/2022 | |
** 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. |