Outlook Therapeutics (OTLK) Form 4 Oncobiologics / Ghiath M. Sukhtian ownership change

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^*

GMS Tenshi Holdings Pte. Ltd

(Last) (First) (Middle)

36 ROBINSON ROAD, #13-01, CITY HOUSE

#13-01, CITY HOUSE

(Street)

SINGAPORE U0 068877

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncobiologics, Inc. [ ONS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/14/2018		A		6,377,383	A	$0.975	6,377,383	D(3)(4)(5)
Common Stock	06/08/2018		A		6,377,383	A	$0.975	12,754,766	D(3)(4)(5)
Common Stock	06/20/2018		C		31,572,617	A	$0	44,327,383	D(3)(4)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants	$0.975	05/14/2018		A		10,256,410		05/14/2018	05/14/2026	Common Stock	10,256,410	$0.125	10,256,410	D(3)(4)(5)
Warrants	$0.975	06/08/2018		A		10,256,410		06/08/2018	06/08/2026	Common Stock	10,256,410	$0.125	20,512,820	D(3)(4)(5)
Series A Convertible Preferred Stock	(1)	12/31/2017		J		4,678(2)		(1)	(1)	Common Stock	707,238	(1)	254,678	D(3)(4)(5)
Series A Convertible Preferred Stock	(1)	03/31/2018		J		6,367(2)		(1)	(1)	Common Stock	962,587	(1)	261,045	D(3)(4)(5)
Series A Convertible Preferred Stock	(1)	06/20/2018		C			208,836	(1)	(1)	Common Stock	31,572,617	(1)	52,209	D(3)(4)(5)

1. Name and Address of Reporting Person^*

GMS Tenshi Holdings Pte. Ltd

(Last) (First) (Middle)

36 ROBINSON ROAD, #13-01, CITY HOUSE

#13-01, CITY HOUSE

(Street)

SINGAPORE U0 068877

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pillai Arun Kumar

(Last) (First) (Middle)

#30, "GALAXY", 1ST MAIN,

J.P. NAGAR, 3RD PHASE,

(Street)

BANGALORE K7 560078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sukhtian Ghiath M.

(Last) (First) (Middle)

ZAHRAN ST, 7TH CIRCLE ZAHRAN PLAZA BLDG,

4TH FLOOR P.O. BOX 142904,

(Street)

AMMAN M2 11844

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock ("Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.01 per share, at any time at the election of the holder. The Preferred Stock has no expiration date.

2. Represents shares of Preferred Stock received by GMS Tenshi Holdings Pte. Limited ("GMS Tenshi") as a payment-in-kind dividend on previously purchased Preferred Stock.

3. These securities are held of record by GMS Tenshi. Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma.

4. By virtue of the relationships described above in Footnote 3, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Tenshi noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

5. The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. GMS Tenshi has designated four representatives to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

	/s/ Faisal G. Sukhtian	06/25/2018
	/s/ Arun Kumar Pillai	06/25/2018
	/s/ Ghiath M. Sukhtian	06/25/2018
	** Signature of Reporting Person	Date
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