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) | 3,622,015 | A | $0 | 3,622,015 | D | |||
Common Stock | 08/30/2022 | J(1) | 90,558 | A | $0 | 90,558 | I | Trusts(2) |
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(3) | 60,373(4) | 08/30/2022 | 11/13/2028 | Common Stock | 60,373 | $0 | 60,373(4) | D | ||||
Warrant | $3.15 | 08/30/2022 | J(5) | 31,774 | 08/30/2022 | 11/26/2023 | Common Stock | 31,774 | $0 | 31,774 | D | ||||
Warrant | $3.15 | 08/30/2022 | J(5) | 4,585 | 08/30/2022 | 12/14/2023 | Common Stock | 4,585 | $0 | 4,585 | D |
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 shares of common stock held by three trusts for the benefit of the children of the Reporting Person, over which the Reporting Person and his spouse have joint voting and diapositive authority. The Reporting Person disclaims pecuniary ownership in the shares of common stock held by the three trusts. Excludes 77,331 shares of common stock held by MFE, LLC in which the Reporting Person has a 10% ownership interest and therefore a pecuniary interest in such shares, but over which the Reporting Person does not have any voting or diapositive authority. |
3. Represents the replacement option to be issued by Vivani 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. |
4. The option vests 1/48 per month over the four years after the date of grant commencing on December 12, 2018, and the balance thereafter vests in full on the fifth anniversary of the date of grant. |
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. |
/s/ Adam 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. |