SEC Form 4 · accession 0001209191-16-151228

SIGA TECHNOLOGIES INC · SIGA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On October 21, 2016, SIGA Technologies, Inc. (the "Company") issued a press release announcing the commencement of a pro rata offering (the "Rights Offering") of rights to holders of the Company's common stock, par value $.0001 per share ("Common Stock"), as of the record date of October 12, 2016, to subscribe for up to an aggregate of $35,284,792 in Common Stock. Each subscription right entitled its holder to invest $0.65 towards the purchase of shares of the Company's Common Stock at a subscription price equal to the lower of $1.50 or 85% of the volume weighted average price of the Common Stock during market hours on the expiration date of the Rights Offering, conditioned on the Company obtaining sufficient proceeds from the Rights Offering and a proposed loan transaction to permit the Company to satisfy certain obligations, together with other conditions outside the control of the reporting persons (all, the "Conditions"), (continued in footnote 2)
• F2(continued from footnote 1) as more fully described in the Company's prospectus relating to the Rights Offering filed with the Securities Exchange Commission on October 21, 2016. Accordingly, the reporting persons were entitled to use basic subscription rights to subscribe for up to approximately $8,781,319 in Common Stock. Furthermore, the reporting persons were also entitled to subscribe for additional shares of common stock through an oversubscription process. Upon the expiration of the Rights Offering on November 8, 2016, the subscription price was fixed at $1.50 per share of Common Stock. The Conditions were satisfied on November 16, 2016. The reporting persons exercised their basic subscription in full and oversubscription rights. Pursuant to the reporting persons' basic subscription rights, they acquired 5,854,212 shares of Common Stock. The reporting persons acquired 4,206,431 shares pursuant to their exercise of their oversubscription rights.
• F3Ronald O. Perelman beneficially owns 100% of the common stock of MacAndrews & Forbes Incorporated, which in turn is the sole member of MacAndrews & Forbes LLC. Certain direct or indirect wholly-owned subsidiaries of those reporting persons hold the securities described above.
• F4On October 13, 2016, the Company entered into an investment agreement relating to the Rights Offering (the "Backstop Agreement"), with a direct or indirect subsidiary of the reporting persons ("Buyer") and other persons (together, the "Backstop Parties"). Under the terms of the Backstop Agreement, Buyer agreed to purchase, pursuant to a separate private placement, 79.744% of any unsubscribed shares of Common Stock offered in the Rights Offering, at the same price per share of Common Stock to be paid in the Rights Offering. The Backstop Parties, taken together, were entitled to a fee of $1.76 million for providing the backstop commitment, payable, at the option of the Company, in cash or stock or, subject to the mutual agreement of the parties, other equity securities, with Buyer entitled to 79.744% of that fee. (continued in footnote 5)
• F5(continued from footnote 4) The Company delivered a total of 565,010 shares of Common Stock to Buyer in satisfaction of the fee due under the Backstop Agreement, but no other shares were acquired pursuant to the Backstop Agreement.