SEC Form 4 · accession 0001140361-17-034162
SEELOS THERAPEUTICS, INC. · SEEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Alexander J Denner
10% Owner
Sarissa Capital Domestic Fund LP
10% Owner
Sarissa Capital Management LP
10% Owner
Period of report
Aug 31, 2017
Accepted (ET)
Sep 1, 2017 · 4:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001017491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 31, 2017 | P | 6,104 | $1.63 | A | 1,447,906 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Common StockF3,F1,F2 | $8.80 | Aug 31, 2017 | P | 2,835 | A | Sep 4, 2016 | Mar 3, 2023 | Common Stock | 2,835 | 672,453 | I |
Explanation of responses
- F1On August 31, 2017, in connection with a private transaction with Sarissa Capital Master Offshore Fund LP, a Cayman Island exempted limited partnership ("Sarissa Offshore"), and Sarissa Capital Domestic Fund LP, a Delaware limited partnership ("Sarissa Domestic"), Dr. Alexander Denner increased his pecuniary interest in shares of common stock and warrants to purchase common stock of Apricus Biosciences, Inc. through his direct interest in Sarissa Domestic and his indirect interest in Sarissa Offshore.
- F2All shares and warrants reported herein as of August 31, 2017 are beneficially owned by Sarissa Offshore. Sarissa Capital Management GP LLC, a Delaware limited liability company ("Sarissa Capital GP"), is the general partner of Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), the investment advisor to Sarissa Offshore. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member of Sarissa Capital GP. By virtue of the foregoing, Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares and warrants that Sarissa Offshore directly beneficially owns. Sarissa Capital and Dr. Denner disclaim beneficial ownership of these shares and warrants except to the extent of any pecuniary interest therein.
- F3The shares of common stock and warrant reported herein were acquired at the per share price referred to above.