SEC Form 4 · accession 0001437749-18-010864
Sun BioPharma, Inc. · SNBP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan Randall Gilbertson
10% Owner
Period of report
May 16, 2018
Accepted (ET)
May 29, 2018 · 6:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001029125
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 16, 2018 | C | 47,025 | — | A | 47,025 | I | Northern Capital Partners I, LP |
| Common Stock | holding | — | — | — | 555,538 | D | ||
| Common Stock | holding | — | — | — | 28,000 | I | Total Depth Foundation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF3,F2 | $10.10 | May 16, 2018 | C | 200,000 | D | Mar 17, 2017 | Dec 1, 2018 | Common Stock | 19,802 | 0 | I |
| Warrants (right to buy)F1 | $5.00 | May 16, 2018 | C | 47,025 | A | May 16, 2018 | May 16, 2021 | Common Stock | 47,025 | 47,025 | I |
Explanation of responses
- F1Pursuant to the "alternate conversion" under the Convertible Promissory Note, approximately $211,616 of outstanding principal and accrued but unpaid interest converted into 47,025 units at a price equal to $4.50 per unit. Each unit consisted of one share of common stock and a warrant to purchase an additional share of common stock.
- F2Originally convertible into issuer common stock at a price of $10.10 per share upon holder's election. Because a "qualified offering" occurred, outstanding principal and accrued but unpaid interest would have automatically converted into common stock at a rate of $3.35 per share or, as elected, into units at a rate equal to a 10% discount to the price paid in the qualified offering.
- F3Represents original principal amount.