SEC Form 4 · accession 0001209191-15-055608
YIELD10 BIOSCIENCE, INC. · YTEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Birchview Fund LLC
Director
Birchview Partners, LLC
Director
Birchview Capital, LP
Director
Birchview Capital GP, LLC
Director
Period of report
Jun 19, 2015
Accepted (ET)
Jun 23, 2015 · 12:33 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001121702
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jun 19, 2015 | P | 43,700 | $3.32 | A | 710,366 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantsF1,F3,F4,F5 | $3.98 | Jun 19, 2015 | P | 39,330 | A | Jun 19, 2015 | Jun 19, 2019 | Common Stock | 39,330 | 39,330 | I |
Explanation of responses
- F1The reported securities are included within 43,700 units of Issuer securities (the "Units") purchased by Birchview Fund, LLC (the "Fund") for $3.4325 per Unit pursuant to a Securities Purchase Agreement, dated June 15, 2015 by and among the Issuer, the Fund and certain other qualified institutional and individual investors. Each Unit consists of one share of of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") and and nine-tenths of a Common Stock warrant to purchase one share of Common Stock at an exercise price of $3.98 per share (subject to adjustment in the event of stock splits, stock dividends, reclassifications and the like) (the "Warrant").
- F2The shares of Common Stock reported herein give effect to the 1-for-6 reverse stock split which became effective in accordance with the terms of the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of Delaware on May 26, 2015.
- F3Birchview Partners, LLC (the "Manager") is a member of Birchview Capital GP, LLC (the "GP"), which is the general partner of Birchview Capital, LP (the "Investment Manager"), the investment Manager of the Fund. The Manager disclaims Section 16 beneficial ownership of the shares of Common Stock, the Warrant and the shares of Common Stock underlying the Warrant, held by the Fund (collectively, the "Fund Securities") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Fund Securities, except to the extent of its pecuniary interest, if any, in the Fund Securities by virtue of its membership interest in the Fund.
- F4(Continued from Footnote 3) The GP and Investment Manager disclaim Section 16 beneficial ownership of the Fund Securities and this report shall not be deemed an admission that such reporting persons are the beneficial owners of such Fund Securities, except to the extent of their pecuniary interest, if any, in the Fund Securities by virtue of their management fee interest in the Fund.
- F5Matthew Strobeck, the sole member of the GP, serves as the representative of the GP, the Investment Manager and the Fund on the Issuer's board of directors.