| 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 PAVmed Inc. [ PAVM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/28/2016 | ||||||||||||||||||||||||||
| 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 | 5,713,879 | I | By HCFP/Capital Partners III LLC(1) | |||||||
| Common Stock | 04/28/2016 | A | 12,000 | A | (2) | 2,520,532 | I | By Pavilion Venture Partners LLC(3) | ||
| Common Stock | 04/28/2016 | A | 87,020 | A | (2) | 87,020 | I | By HCFP Inc.(4) | ||
| Common Stock | 04/28/2016 | A | 125,000 | A | (2) | 125,000 | I | By HCFP/Capital Partners IIIB LLC(5) | ||
| Common Stock | 04/28/2016 | A | 20,000 | A | (2) | 20,000 | I | By HCFP/AG LLC(6) | ||
| 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 | ||||||||
| Warrants | $5 | 10/28/2016 | 01/29/2022 | Common Stock | 5,713,879 | 5,713,879 | I | By HCFP/Capital Partners III LLC(1) | |||||||
| Warrants | $5 | 04/28/2016 | A | 12,000 | 10/28/2016 | 01/29/2022 | Common Stock | 12,000 | (2) | 2,220,532 | I | By Pavilion Venture Parnters LLC(3) | |||
| Warrants | $5 | 04/28/2016 | A | 87,020 | 10/28/2016 | 01/29/2022 | Common Stock | 87,020 | (2) | 387,020 | I | By HCFP Inc.(4) | |||
| Warrants | $5 | 04/28/2016 | A | 125,000 | 10/28/2016 | 01/29/2022 | Common Stock | 125,000 | (2) | 125,000 | I | By HCFP/Capital Partners IIIB LLC(5) | |||
| Warrants | $5 | 04/28/2016 | A | 20,000 | 10/28/2016 | 01/29/2022 | Common Stock | 20,000 | (2) | 20,000 | I | By HCFP/AG LLC(6) | |||
| Employee Stock Option (Right to Buy) | $5 | 04/28/2016 | A | 278,726 | (7) | 04/28/2026 | Common Stock | 278,726 | $0 | 278,726 | D | ||||
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. Dr. Aklog is a member and a co-manager of HCFP/Capital Partners III LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. |
| 2. The reporting person purchased units from the issuer, each unit consisting of one share of the issuer's common stock and one warrant, at a price of $5.00 per unit. Each warrant entitles the holder to purchase one share of the issuer's common stock at an exercise price of $5.00 per share, subject to adjustment. |
| 3. Dr. Aklog is a member and sole manager of Pavilion Venture Partners LLC, and has sole voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. |
| 4. Dr. Aklog is a controlling shareholder of HCFP Inc., and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. |
| 5. Dr. Aklog is a member and a co-manager of the entity that acts as sole manager of HCFP/Capital Partners IIIB LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein. |
| 6. Dr. Aklog is a co-manager of HCFP/AG LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein. |
| 7. The option vests as to 3/36 of the shares on July 28, 2016 and in 33 equal monthly installments thereafter. |
| Remarks: |
| /s/ Dr. Lishan Aklog | 05/02/2016 | |
| /s/ Dr. Lishan Aklog, as manager of HCFP/Capital Partners III LLC | 05/02/2016 | |
| /s/ Dr. Lishan Aklog, as manager of Pavilion Venture Partners LLC | 05/02/2016 | |
| ** 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. | ||
