SEC Form 4 · accession 0001192482-18-000435
STRATA Skin Sciences, Inc. · SSKN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Accelmed Growth Partners, L.P.
10% Owner
Accelmed Growth Partners (GP), L.P.
10% Owner
Accelmed Growth Partners (AGP) Ltd
10% Owner
Period of report
Jun 15, 2018
Accepted (ET)
Sep 10, 2018 · 10:37 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001051514
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per shareF1,F2 | Jun 15, 2018 | J | 75,590 | $1.09 | A | 12,112,627 | D | |
| Common Stock, $0.001 par value per shareF1,F2 | Jun 15, 2018 | J | 75,590 | $1.09 | A | 12,112,627 | I | By: Accelmed Growth Partners (GP), L.P. |
| Common Stock, $0.001 par value per shareF1,F2 | Jun 15, 2018 | J | 75,590 | $1.09 | A | 12,112,627 | I | By: Accelmed Growth Partners (AGP), Ltd. |
| Common Stock, $0.001 par value per shareF1,F2 | Jun 15, 2018 | J | 75,590 | $1.09 | A | 12,112,627 | I | By: Accelmed Management Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F16/15/18 the reporting person (through indirect ownership) was entitled to receive 75,590 shares of the common stock pursuant to a "retained risk" provision in the Securities Purchase Agreement between the Company and Accelmed Growth Partners, L.P. dated 5/29/18 ("Purchase Agreement"). Purchase Agreement provided that the purchaser would receive additional shares of common stock in the event of certain contingent expense events, one of which was determined to have occurred on 6/15/18, resulted in the purchaser acquired additional shares. The number of shares issuable pursuant to that provision, determined on 6/15/18 pursuant to a formula set forth in the Purchase Agreement provided that, for purposes of determining the number of shares issuable, the common stock would be valued at $1.09 per share, which was the purchase price of the common stock in the Purchase Agreement.
- F2These shares are held directly by Accelmed Growth Partners, L.P. and may be deemed to be beneficially owned indirectly by (i) Accelmed Growth Partners (GP), L.P., the general partner of Accelmed Growth Partners, L.P., (ii) Accelmed Growth Partners (AGP) Limited, the general partner of Accelmed Growth Partners (GP), L.P., and (iii) Accelmed Growth Partners Management Ltd., which has certain voting and dispositive power over the shares pursuant to a management agreement. Each of Accelmed Growth Partners (GP), L.P., Accelmed Growth Partners (AGP) Limited, and Accelmed Growth Partners Management Ltd. disclaims such beneficial ownership except to the extent of its pecuniary interest in the shares.