SEC Form 4 · accession 0001144204-18-014907
PROTALEX INC · PRTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Arnold P Kling
Officer — President · Director · 10% Owner
NIOBE VENTURES, LLC
10% Owner
Period of report
Mar 13, 2018
Accepted (ET)
Mar 15, 2018 · 4:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001099215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 41,133,892 | I | By LLC | |
| Common StockF2 | holding | — | — | — | 5,000 | D | ||
| Common StockF3 | holding | — | — | — | 62 | I | By wife as UGMA custodian |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Options (obligation to sell)F6 | $0.01 | Mar 13, 2018 | S | 166,667 | A | Mar 13, 2018 | Feb 28, 2023 | Common Stock | 166,667 | 166,667 | I |
| Call Options (obligation to sell)F5 | $0.01 | holding | — | — | — | Feb 28, 2018 | Feb 28, 2023 | Common Stock | 4,750,000 | 4,750,000 | I |
| OptionsF4 | $0.54 | holding | — | — | — | Feb 8, 2018 | Feb 8, 2023 | Common Stock | 600,000 | 600,000 | D |
Explanation of responses
- F1These securities are owned directly by Niobe Ventures, LLC ("Niobe") and indirectly by Arnold P. Kling as manager of the LLC.
- F2These securities are beneficially owned solely by Arnold P. Kling.
- F3These shares are beneficially owned by Arnold P. Kling's wife as custodian for their children under the Uniform Gifts to Minors Act. Mr. Kling disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.
- F4Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date.
- F5On February 28, 2018, in connection with a private placement (the "Offering") of $1.425 million of 10% Senior Convertible Notes (the "Notes") by the Issuer and the conversion into shares of the Issuer's common stock at $1.20 per share (as set forth in table I) of the entire principal balance of loans outstanding (in the aggregate amount of approximately $22,269,366) from Niobe to the Issuer, Niobe wrote call options to the Issuer which entitles the Issuer to repurchase shares of the Issuer's common stock from Niobe upon each event of conversion of the Notes up to a maximum of 4,750,000 shares.
- F6On March 13, 2018, as a result of an additional issuance of Notes in the principal amount of $50,000 in the Offering, Niobe wrote additional call options to the Issuer for an additional 166,667 shares of the Issuer's common stock. In the aggregate, the maximum number of shares covered by the call options, including the call options issued on 2/28/18, increased to 4,916,667 shares.