SEC Form 4 · accession 0001144204-16-103927
Alliqua BioMedical, Inc. · ALQA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark T Wagner
Director
Period of report
Mar 16, 2016
Accepted (ET)
May 20, 2016 · 3:29 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 StockF3 | Mar 16, 2016 | J | 73,893 | $2.61 | A | 247,926 | I | By 2003 Revocable Trust of Mark Wagner |
Table II — derivative securities
No Table II lines on this filing.
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, the shares held by the Wagner Trust. On March 16, 2016, the Wagner Trust became entitled to receive 73,893 shares of the Issuer's common stock pursuant to an earn-out provision in the merger agreement pursuant to which the Issuer acquired all outstanding equity interest of Celleration, Inc. ("Celleration") on May 29, 2015.
- F2The merger agreement provided that the equity holders of Celleration would receive additional shares of the Issuer's common stock, for no addition consideration, if Celleration's revenue exceeded the revenue target for the fiscal year ending December 31, 2015, as set forth in the merger agreement. Celleration's revenue exceeded the revenue target for 2015, as a result of which Celleration's former equity holders, including the Wagner Trust, acquired additional shares, as determined on March 16, 2016 pursuant to the formula set forth in the merger agreement.
- F3For purposes of determining the number of shares issuable pursuant to the earn-out right, the formula set forth in the merger agreement provided that the Issuer's common stock would be valued at $2.61, based on the 45 trading day volume weighted average price as of the trading day prior to December 31, 2015.