SEC Form 4 · accession 0001144204-15-035069
Alliqua BioMedical, Inc. · ALQA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark T Wagner
Director
Period of report
May 29, 2015
Accepted (ET)
Jun 2, 2015 · 3:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001054274
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 29, 2015 | A | 174,033 | — | A | 174,033 | I | By 2003 Revocable Trust of Mark Wagner |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $4.95 | May 29, 2015 | A | 15,000 | A | — | May 29, 2025 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1The reported shares are owned directly by 2003 Revocable Trust of Mark Wagner dated April 23, 2003(the "Wagner Trust"). Mark Wagner is the trustee and deemed to have a pecuniary interest in, and therefore to be the beneficial owner of, shares held by the Wagner Trust. On May 29, 2015, Alliqua BioMedical, Inc. (the "Issuer") consummated a merger, pursuant to which Celleration, Inc. ("Celleration") merged with and into a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, the Wagner Trust acquired 174,033 shares of the Issuer's common stock in exchange for all outstanding shares of Celleration common stock and Series AA preferred stock held immediately prior to the effective time of the Merger.
- F2The Agreement and Plan of Merger, dated February 2, 2015 (the "Merger Agreement") placed a value on the Issuer's common stock of $4.80 per share, based on the trailing 45 trading day volume weighted average price as of the second trading day prior to the date of the Merger Agreement. Of the 174,033 shares issued to the Wagner Trust, 11,443 shares are currently being held in escrow and are subject to forfeiture during the eighteen month period following the closing of the Merger to satisfy certain claims and post-closing adjustments as provided in the Merger Agreement.
- F3The option vests in twelve equal monthly installments with one-twelfth (1/12) vesting on the twenty-ninth (29th) day of each of the next twelve months, with the first such vesting date occurring on June 29, 2015, provided that Mr. Wagner is providing services to the Issuer on the applicable vesting date and subject to the terms and conditions of the Alliqua BioMedical, Inc. 2014 Long-Term Incentive Plan.