UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A-5 Convertible Preferred Stock | 12/31/2013 | Â (1) | Common Stock | 64,430 | $ (1) | D | Â |
Series A-6 Convertible Preferred Stock | 12/31/2013 | Â (2) | Common Stock | 4,961,110 | $ (2) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Nordic Bioscience Clinical Development VII A/S HERLEV HOVEDGADE 207 HERLEV, G7 DK-2730 |
 |  X |  |  |
/s/ Thomas Nielsen, CFO of Nordic Bioscience Clinical Development VII A/S | 01/06/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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 acquired 6,443 shares of the issuer's Series A-5 Convertible Preferred Stock ("Series A-5 Stock") on May 17, 2011 for an aggregate purchase price paid by the reporting person of $525,154. The Series A-5 Stock is convertible into common stock at any time on a ten-for-one basis, and has no expiration date. |
(2) | On December 31, 2013, the board of directors of the issuer declared a dividend, payable to all holders of record of the issuer's Series A-5 Stock on such date, of seventy-seven (77) shares of the issuer's Series A-6 Convertible Preferred Stock ("Series A-6 Stock") for each share of Series A-5 Stock outstanding. As the sole holder of Series A-5 Stock, the reporting person received 496,111 shares of Series A-6 Stock as of December 31, 2013. The Series A-6 Stock is convertible into common stock at any time on a ten-for-one basis, and has no expiration date. |