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 AMERICAN BIO MEDICA CORP [ abmc ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/23/2019 | ||||||||||||||||||||||||||
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 Shares | 01/23/2019 | A(1) | 38,993 | A | $0.08(2) | 132,536 | D | |||
Common Shares | 01/23/2019 | 12/24/2018(3) | P | 500,000(4) | A | $0.1(5) | 2,449,915 | I(6) | By Revach Fund, LP |
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 | ||||||||
Non-Statutory Stock Option | $0.18 | 04/26/2013 | J(7) | 50,000 | 04/26/2014 | 04/26/2023 | Common Shares | 50,000 | $0.18 | 50,000 | D |
Explanation of Responses: |
1. 38,993 shares of restricted stock were issued to Davis as compensation for his attendance at a meeting of the Company's Board of Directors held in January 2019. This stock issuance is in accordance with the director compensation structure approved by the Company's Board of Directors on March 22, 2018 (as indicated in the Company's Proxy Statement filed with the Commission on April 20, 2018). |
2. The volume weighted average price of the Company's common shares for the 10 days preceding the issuance was $0.0833 per share. |
3. These restricted shares of common stock were issued in connection with a private placement of up to 2,000,000 units of common stock as disclosed in a Current Report on Form 8-K filed with the Commission on December 24, 2018. Due to a technical delay, the actual issuance of the shares was not affected until January 25, 2019. |
4. The restricted common shares were issued in connection with a private placement completed on December 24, 2018. The Revach Fund, LP was one of the accredited investors who participated in the private placement. 500,000 units were purchased at $0.10 per share; resulting in a total purchase price of $50,000. Davis is a managing member of Revach Group, LLC which operates as the general partner for the Revach Fund,LP. Davis serves as the Chairman of the Board of the Company. |
5. The price per unit in the private placement was $0.10 per share. |
6. The common shares are in the name of Revach Fund, LP. The reporting person (Davis) is a managing member of Revach Group, LLC which operates as the general partner for the Revach Fund, LP. |
7. This non-statutory stock option was previously reported on a Form 3 filed by Davis on April 19, 2018.This stock option is being re-stated on this Form 4. It is not a new award. |
Chaim Davis | 01/25/2019 | |
** 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. |