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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 | ||||||||
Stock Option (right to buy) | $ 0.1 | 05/17/2012 | A | 8,120,000 (1) | (2) | 05/17/2022 | Common Stock | 8,120,000 | $ 0 | 8,120,000 | D | ||||
Stock Option (right to buy) | $ 0.15 | 05/17/2012 | A | 15,080,000 (1) | (3) | 05/17/2022 | Common Stock | 15,080,000 | $ 0 | 23,200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZELDIS JEROME B 850 THIRD AVENUE, SUITE 1801 NEW YORK, NY 10022 |
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/s/ Jerome B. Zeldis | 05/21/2012 | |
**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) | Represents stock options granted to and accepted by the reporting person on May 17, 2012 pursuant to the Alliqua, Inc. 2011 Long-Term Incentive Plan. |
(2) | The stock options vest as follows: (i) 3,480,000 of the options vest immediately, (ii) 2,320,000 of the options vest upon the delivery of a written three-year strategic plan (in which Dr. Zeldis actively assisted) to Alliqua (the "Company") with respect to the Company's hydrogel platform (the "Platform"), provided that the report is delivered by February 17, 2013, and (iii) 2,320,000 of the options vest upon the two year anniversary of the Company hiring a chief medical officer identified by Dr. Zeldis, provided that the chief medical officer is hired by November 17, 2012. |
(3) | The stock options vest as follows: (i) 4,640,000 of the options vest upon the delivery of a written clinical program to the Company (in which Dr. Zeldis actively assisted) with respect to the completion of U.S. Food and Drug Administration trials to approve the delivery of an active pharmaceutical ingredient (an "API") delivered through the Platform, provided such clinical program is delivered by May 17, 2013, (ii) 4,640,000 of the options vest upon the Company entering into a co-licensing agreement to develop a product that provides for the delivery of an API using the Platform, provided such co-licensing agreement is entered into by November 17, 2013, and (iii) 5,800,000 of the options vest upon (a) Dr. Zeldis' delivery of a written strategic plan to the Company with respect to the Company's HepaMate product and (b) HepaLife BioSystems, Inc., a wholly owned subsidiary of the Company, completing a financing resulting in gross proceeds of at least $2,500,000, provided such strategic plan is delivered and such financing occurs by May 17, 2013. |