4: Statement of changes in beneficial ownership of securities
Published on November 7, 2017
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
(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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
0% Series C Convertible Perferred (2) | $ 0.4 | 09/19/2017 | C | 66,667 | (3) | (3) | Common Stock | 1,250,006 | $ 0 | 0 | D |
Reporting Owners
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Opko Health, Inc. 4400 BISCAYNE BLVD. MIAMI, FL 33137 |
X |
Signatures
Adam Logal, Chief Financial Officer | 11/07/2017 | |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | The Reporting Person converted 66,667 shares of 0% Series C Convertible Preferred Stock on September 19, 2017 at a conversion price of $.40 per share, resulting in the acquisition of 1,250,006 shares of Common Stock. The conversion was effected in connection with that certain proposed merger between the Issuer, Sevion Sub Ltd. ("Acquisition Sub"), and Eloxx Pharmaceuticals Ltd. ("Eloxx"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement dated May 31, 2017, Acquisition Sub will merge with and into Eloxx, with Eloxx becoming the surviving corporation and a wholly-owned subsidiary of the Issuer. |
(2) | The derivative security was previously subject to a "blocker" pursuant to which the reporting person was unable to convert the derivative security to the extent such conversion would result in the reporting person owning more than 4.99%. |
(3) | The convertible preferred stock was convertible at any time at the holder's option and had no expiration date. |