SEC Form 4 · accession 0000899243-18-001565
BIODELIVERY SCIENCES INTERNATIONAL INC · BDSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark A Sirgo
Director
Period of report
Jan 2, 2018
Accepted (ET)
Jan 19, 2018 · 7:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001103021
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jan 2, 2018 | M | 250,000 | $0.00 | A | 1,759,262 | D | |
| Common StockF3 | Jan 2, 2018 | M | 795,730 | $0.00 | A | 2,554,992 | D | |
| Common StockF11,F12,F4 | Jan 3, 2018 | S | 162,509 | $2.78 | D | 2,392,483 | D | |
| Common StockF11,F12,F5 | Jan 4, 2018 | S | 278,993 | $2.85 | D | 2,113,490 | D | |
| Common StockF6 | Jan 17, 2018 | M | 96,837 | $0.00 | A | 2,210,327 | D | |
| Common StockF7 | Jan 17, 2018 | M | 91,667 | $0.00 | A | 2,301,994 | D | |
| Common StockF11,F12,F8 | Jan 17, 2018 | S | 108,000 | $2.57 | D | 2,193,994 | D | |
| Common StockF9 | Jan 18, 2018 | M | 266,667 | $0.00 | A | 2,460,661 | D | |
| Common StockF11,F12,F10 | Jan 18, 2018 | S | 75,200 | $2.58 | D | 2,385,461 | D | |
| Common StockF11,F12 | Jan 19, 2018 | S | 84,800 | $2.60 | D | 2,300,661 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | $0.00 | Jan 2, 2018 | M | 250,000 | D | Jan 2, 2018 | Jan 2, 2018 | Common Stock | 250,000 | 0 | D |
| Restricted Stock Units | $0.00 | Jan 2, 2018 | M | 795,730 | D | Jan 2, 2018 | Jan 2, 2018 | Common Stock | 795,730 | 0 | D |
| Restricted Stock Units | $0.00 | Jan 17, 2018 | M | 96,837 | D | Jan 17, 2018 | Jan 17, 2018 | Common Stock | 96,837 | 0 | D |
| Restricted Stock Units | $0.00 | Jan 17, 2018 | M | 91,667 | D | Jan 17, 2018 | Jan 17, 2018 | Common Stock | 91,667 | 0 | D |
| Restricted Stock Units | $0.00 | Jan 18, 2018 | M | 266,667 | D | Jan 18, 2018 | Jan 18, 2018 | Common Stock | 266,667 | 0 | D |
Explanation of responses
- F1The shares of common stock reported on this Form 4 were acquired by the Reporting Person in connection with the Reporting Person's retirement agreement previously filed with a Current Report on Form 8-K on August 29, 2017 (the "Retirement Agreement"). These Restricted Stock Units ("RSUs") were related to future performance milestones which terminated and in lieu the Reporting Person received a one-time issuance of common stock shares under the Issuer's 2011 Equity Incentive Plan, as amended (the "Plan").
- F10On January 19, 2018, the Reporting Person sold an aggregate of 84,800 shares of the Issuer's Common Stock at a weighted average price of $2.60 per share. The highest sale price for the Common Stock was $2.67 per share and the lowest sale price was $2.50 per share.
- F11The shares of common stock were sold under a pre-planned 10b5-1 trading plan and were sold to cover the Reporting Person's tax liability upon the vesting of RSUs.
- F12The Reporting Person undertakes to provide the Company, any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in these footnotes.
- F2The shares of common stock reported on this Form 4 were acquired by the Reporting Person in connection with the Retirement Agreement. These RSUs were related to previously granted time-based vesting RSUs issued to the Reporting Person pursuant to the Plan that were unvested as of the retirement date, which in lieu thereof, the Reporting Person received a one-time issuance common stock shares under the Plan, the number of which was determined by dividing (A) the net present value of such RSUs by (B) the 30-day VWAP as of the retirement date.
- F3On January 3, 2018, the Reporting Person sold an aggregate of 162,509 shares of the Issuer's Common Stock at a weighted average price of $2.78 per share. The highest sale price for the Common Stock was $2.85 per share and the lowest sale price was $2.70 per share.
- F4On January 4, 2018, the Reporting Person sold an aggregate of 278,993 shares of the Issuer's Common Stock at a weighted average price of $2.85 per share. The highest sale price for the Common Stock was $2.90 per share and the lowest sale price was $2.80 per share.
- F5The shares of common stock were acquired by the Reporting Person as a result of the vesting of 96,837 RSUs granted to the Reporting Person on February 22, 2014 under the Plan. Pursuant to a deferral, these RSUs vested on January 17, 2018.
- F6The shares of common stock were acquired by the Reporting Person as a result of the vesting of 91,667 RSUs granted to the Reporting Person on February 29, 2016 under the Plan. Pursuant to a deferral, these RSUs vested on January 17, 2018.
- F7On January 17, 2018, the Reporting Person sold an aggregate of 108,000 shares of the Issuer's Common Stock at a weighted average price of $2.57 per share. The highest sale price for the Common Stock was $2.65 per share and the lowest sale price was $2.50 per share.
- F8The shares of common stock were acquired by the Reporting Person as a result of the vesting of 266,667 RSUs granted to the Reporting Person on February 23, 2015 under the Plan. Pursuant to a deferral, these RSUs vested on January 18, 2018.
- F9On January 18, 2018, the Reporting Person sold an aggregate of 75,200 shares of the Issuer's Common Stock at a weighted average price of $2.58 per share. The highest sale price for the Common Stock was $2.60 per share and the lowest sale price was $2.50 per share.
Remarks
The Form 4 was due on January 5, 2018 but filed on January 19, 2018 to accommodate multiple connected transactions over several days all on one concise Form 4.