Windtree Therapeutics (WINT) Form 4 Change in insider ownership

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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X

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^*

Center Laboratories, Inc.

(Last) (First) (Middle)

7TH FL., NO.3-2, PARK ST.,

NANGANG DIST.

(Street)

TAIPEI CITY F5 11503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WINDTREE THERAPEUTICS INC /DE/ [ WINT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	05/20/2020		J	V	3,551,750(1)	D	$0	1,183,916	I(2)	By Bioengine Capital Inc.
Common Stock	05/20/2020		P		55,172	A	$7.25	1,239,088	I(2)	By Bioengine Capital Inc.
Common Stock	12/30/2021		P(3)		1,239,088	A	$1.6	1,239,088	D

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
SERIES F WARRANTS	$3.68	06/24/2020(4)		J(4)	V		0	12/24/2018	06/24/2020	Common Stock	384,824	$0	0(4)	I(4)	By Bioengine Capital Inc.
SERIES G WARRANTS	$12.15	05/20/2020		J(5)	V		249,004	12/24/2018(7)	12/24/2023	Common Stock	249,004	$0	249,004	I(5)(6)	By Bioengine Capital Inc.
SERIES J WARRANTS	$7.795	05/20/2020		P		55,172		05/22/2022	05/22/2025	Common Stock	55,172	$0	55,172	I(6)	By Bioengine Capital Inc.

Explanation of Responses:

1. The Reporting Person voluntarily discloses that, on May 20, 2020, the Issuer effected a 1-for-3 reverse stock split of its Common Stock (the "Reverse Stock Split"), which resulted in the Reporting Person's beneficial ownership of issued and outstanding Common Stock being reduced from 3,551,750 shares of Common Stock to 1,183,916 shares of Common Stock. The shares of Common Stock are directly held by Bioengine Capital Inc., and indirectly held by the Reporting Person, which owns 58.6% of Bioengine Capital Inc.

2. The shares of Common Stock are directly held by Bioengine Capital Inc, and indirectly held by the Reporting Person, which owns 58.6% of Bioengine Capital Inc.

3. On December 30, 2021, the Reporting Person purchased all remaining shares of Common Stock held by Bioengine Capital Inc., and now holds the shares directly.

4. The Reporting Person voluntarily discloses that, on July 24, 2020, Series F Warrants had expired. The Series F Warrants were directly held by Bioengine Capital Inc. and indirectly held by the Reporting Person, which owns 58.6% of Bioengine Capital Inc. As a result, the Reporting Person currently indirectly owns 0 shares of Series F Warrants.

5. The Reporting Person voluntarily discloses that, on May 20, 2020, in connection with the Reverse Stock Split, the Issuer effected a 1-for-3 reverse split of all of its issued and outstanding Series G Warrants, which resulted in the Reporting Person's beneficial ownership of Series G Warrants being reduced from 747,012 shares of Series G Warrants to 249,004 shares of Series G Warrants.

6. The Series G and Series J Warrants are directly held by Bioengine Capital Inc. and indirectly held by the Reporting Person, which owns 58.6% of Bioengine Capital Inc.

7. The exercise of the Series G Warrants is subject to a beneficial ownership limitation of 9.99%, and this limitation can only be changed with effect from the 61st day after a notice requesting such change is delivered to the Issuer.

Remarks:

This filing constitutes a Form 4 exit filing for the Reporting Person, as the Reporting Person is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, as a result of the transactions reported herein.

	/s/ Lin, Jung-Chin	01/10/2022
	** Signature of Reporting Person	Date
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