SEC Form 4 · accession 0000921895-18-002794
ROCKWELL MEDICAL, INC. · RMTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David S. Richmond
10% Owner · Other
Matthew J. Curfman
Other
RBI PI Manager, LLC
10% Owner · Other
Period of report
Oct 15, 2018
Accepted (ET)
Oct 17, 2018 · 5:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001041024
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Oct 15, 2018 | P$0 | 5,541,562 | — | A | 5,541,562 | I | By: The RBI Opportunities Fund, LLC |
| Common StockF1,F2,F3,F6 | holding | — | — | — | 164,841 | I | By: RBI Private Investment I, LLC | |
| Common StockF1,F2,F3,F7 | holding | — | — | — | 38,490 | I | By: RBI Private Investment II, LLC | |
| Common StockF1,F2,F3,F8 | holding | — | — | — | 52,680 | I | By: Richmond Brothers 401(k) Profit Sharing Plan | |
| Common StockF1,F2,F3 | holding | — | — | — | 176,376 | D | ||
| Common StockF1,F2,F3 | holding | — | — | — | 42,536 | I | By: Matthew J. Curfman | |
| Common StockF1,F2,F3,F12 | holding | — | — | — | 36,249 | I | By: Spouse of Matthew J. Curfman | |
| Common StockF1,F2,F3,F9 | holding | — | — | — | 28,096 | I | By: Spouse of David S. Richmond | |
| Common StockF1,F2,F3,F10 | holding | — | — | — | 147 | I | By: Daughter of David S. Richmond | |
| Common StockF1,F2,F3,F11 | holding | — | — | — | 7 | I | By: Son of David S. Richmond |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F1,F2,F4,F5 | $4.96 | Oct 15, 2018 | P | 5,541,562 | A | Apr 17, 2019 | Oct 17, 2023 | Common Stock | 2,770,781 | 5,541,562 | I |
Explanation of responses
- F1This Form 4 is filed jointly by RBI Private Investment I, LLC ("RBI PI"), RBI Private Investment II, LLC ("RBI PII"), The RBI Opportunities Fund, LLC ("RBI Opportunities"), RBI PI Manager, LLC ("RBI Manager"), Richmond Brothers 401(k) Profit Sharing Plan ("RBI Plan"), Richmond Brothers, Inc. ("Richmond Brothers"), David S. Richmond and Matthew J. Curfman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
- F10Represents securities directly owned by Mr. Richmond's daughter. Mr. Richmond may be deemed to beneficially own the securities owned directly by his daughter.
- F11Represents securities directly owned by Mr. Richmond's son. Mr. Richmond may be deemed to beneficially own the securities owned directly by his son.
- F12Represents securities directly owned by Mr. Curfman's spouse. Mr. Curfman may be deemed to beneficially own the securities owned directly by his spouse.
- F2Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
- F3Not reported herein are shares of Common Stock held in certain accounts managed by Richmond Brothers (the "Separately Managed Accounts"). Richmond Brothers is entitled to a management fee from the Separately Managed Accounts based solely on the value of assets under management. Accordingly, neither Richmond Brothers nor any other Reporting Person has a pecuniary interest in any of the shares held in the Separately Managed Accounts for purposes of Section 16.
- F4On October 15, 2018, RBI Opportunities purchased 5,541,562 shares of Common Stock and warrants to purchase 2,770,781 shares of Common Stock for an aggregate purchase price of $22 million pursuant to a private placement by the Issuer. The reported securities are included within 5,541,562 Units purchased by RBI Opportunities for $3.97 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase 50% of a share of Common Stock. The warrants have an exercise price of $4.96 per full share of Common Stock.
- F5Represents securities directly owned by RBI Opportunities. RBI Manager, as the manager of RBI Opportunities, may be deemed to beneficially own the securities owned directly by RBI Opportunities. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI Opportunities.
- F6Represents securities directly owned by RBI PI. RBI Manager, as the manager of RBI PI, may be deemed to beneficially own the securities owned directly by RBI PI. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PI.
- F7Represents securities directly owned by RBI PII. RBI Manager, as the manager of RBI PII, may be deemed to beneficially own the securities owned directly by RBI PII. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PII.
- F8Represents securities directly owned by RBI Plan. Messrs. Richmond and Curfman, as trustees of RBI Plan, may be deemed to beneficially own the securities owned directly by RBI Plan.
- F9Represents securities directly owned by Mr. Richmond's spouse. Mr. Richmond may be deemed to beneficially own the securities owned directly by his spouse.