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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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 | ||||||||
Series B Non-Voting Convertible Preferred Stock | (1) | 12/08/2015(2) | P | 119,940 | (1) | (1) | Common Stock | 5,997,000 | $ 333.5 (3) | 140,930 | I | By Frost Gamma Investments Trust (4) | |||
Series B Non-Voting Convertible Preferred Stock | (1) | 12/08/2015 | P(5) | 500 | (1) | (1) | Common Stock | 25,000 | (5) | 141,430 | I | By Frost Gamma Investments Trust (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
X | X | ||
Frost Gamma Investments Trust 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
X |
/s/ Phillip Frost, M.D. Individually and as Trustee | 12/10/2015 | |
**Signature of Reporting Person | Date |
* | 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 Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") will automatically convert on a one-for-fifty basis into common stock of the Company (the "Common Stock") on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the issuance of the Common Stock underlying the Series B Preferred Stock, without any further action on the part of the Company or any holder of the Series B Preferred Stock. |
(2) | This transaction was entered into and reported on the Form 4 filed November 18, 2015, and was consummated on December 8, 2015. |
(3) | These shares were purchased for an aggregate purchase price of $40,000,000, or approximately $333.50 per share. |
(4) | The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
(5) | The shares of Series B Preferred Stock were provided in connection with a $5,000,000.00 bridge loan by Frost Gamma Investments Trust to the Company. |