| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/20/2016 | 3. Issuer Name and Ticker or Trading Symbol Novan, Inc. [ NONE ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series 1 Preferred Stock | (1) | (1) | Common Stock | 329,938 | 0.00 | D | |
| Series 1 Preferred Stock | (1) | (1) | Common Stock | 478,280 | 0.00 | I | See Footnote(2) |
| Series 2 Preferred Stock | (1) | (1) | Common Stock | 379,307 | 0.00 | D | |
| Series 3 Preferred Stock | (1) | (1) | Common Stock | 148,885 | 0.00 | D | |
| Series 4 Preferred Stock | (1) | (1) | Common Stock | 87,033 | 0.00 | D | |
| Mezzanine A Stock | (1) | (1) | Common Stock | 98,467 | 0.00 | D | |
| Stock Option | (3) | 07/28/2025 | Common Stock | 30,159 | 8.53 | 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. The preferred stock is convertible at any time, at the holder's election, and has no expiration date. The preferred stock will automatically convert into common stock on a 1-to-1 basis upon the closing of the Issuer's initial public offering. |
| 2. Includes (i) 239,140 shares of Series One preferred stock held by of T.D.H. One, LLC and (ii) 239,140 shares of Series One preferred stock held by T.D.H. Two, LLC. Mr. Hunter is the manager and majority equity holder of T.D.H. One, LLC and T.D.H. Two, LLC and has voting and investment power over such shares of preferred stock held by T.D.H. One, LLC and T.D.H. Two, LLC. |
| 3. The option vests in 12 equal monthly installments on the first day of each month following July 29, 2015. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ F. Neal Hunter | 09/20/2016 | |
| T.D.H. One, LLC By: /s/ F. Neal Hunter, its manager and majority equity holder | 09/20/2016 | |
| T.D.H. Two, LLC By: /s/ F. Neal Hunter, its manager and majority equity holder | 09/20/2016 | |
| ** 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 5 (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. | ||
