Ventures & Investments GMS Form 4 Outlook Therapeutics / 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^*

Sukhtian Ghiath M.

(Last) (First) (Middle)

7TH CIRCLE, ZAHRAN STREET

ZAHRAN PLAZA BLDG., 4TH FLOOR

(Street)

AMMAN M2 11844

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc. [ OTLK ]

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)
02/01/2022

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	02/01/2022		J(1)(2)		2,500,000	A	$1.25	27,982,529	I	See Footnotes(1)(2)
Common Stock								27,834,257	I	See Footnote(3)(4)

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

1. Name and Address of Reporting Person^*

Sukhtian Ghiath M.

(Last) (First) (Middle)

7TH CIRCLE, ZAHRAN STREET

ZAHRAN PLAZA BLDG., 4TH FLOOR

(Street)

AMMAN M2 11844

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GMS Ventures & Investments

(Last) (First) (Middle)

C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD.

190 ELGIN AVENUE

(Street)

GEORGE TOWN E9 KYI-9007

(City) (State) (Zip)

Explanation of Responses:

1. On January 31, 2022, GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, entered into a securities purchase agreement with Tenshi Life Sciences Private Limited and Tenshi Life Sciences Pte. Limited (collectively, "Tenshi"), both private investment vehicles controlled by Arun Pillai Kumar, pursuant to which GMS Pharma purchased from Tenshi approximately 4.9% of the outstanding shares of BioLexis Pte Ltd. (the "Share Purchase"), which corresponds to 2,500,000 shares of the Issuer held by BioLexis. The Share Purchase closed on February 1, 2022.

2. These securities are held of record by BioLexis and represent the number securities in which Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, may be deemed to have an indirect pecuniary interest in by virtue of the relationships described herein. GMS Pharma is a beneficial owner of BioLexis. Ghiath Sukhtian is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. Ghiath Sukhtian disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. BioLexis has designated one representative to serve on the Issuer's board of directors. This report shall not be deemed an admission that Ghiath Sukhtian is the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

3. These securities are held of record by GMS Ventures and Investments ("GMS Ventures"). Ghiath Sukhtian is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated one representative to serve on the Issuer's board of directors. Therefore, GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.

4. By virtue of the relationships described above in Footnote 3, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. 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. 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/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact	02/01/2022
	/s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact	02/01/2022
	** Signature of Reporting Person	Date
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