SEC Form 4 · accession 0001144204-16-088987
CAPRICOR THERAPEUTICS, INC. · CAPR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 16, 2016
Accepted (ET)
Mar 18, 2016 · 6:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001133869
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 16, 2016 | P | 416,666 | $2.40 | A | 842,439 | D | |
| Common StockF4 | Mar 16, 2016 | P | 416,666 | $2.40 | A | 842,439 | I | By Edward St. John, LLC |
| Common StockF3 | holding | — | — | — | 1,556,141 | I | By MD BTI, LLC | |
| Common StockF5 | holding | — | — | — | 1,556,141 | I | By MD BTI, LLC | |
| Common StockF6 | holding | — | — | — | 54,602 | D | ||
| Common StockF7 | holding | — | — | — | 324,196 | I | By MD BTI, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2 | $4.50 | Mar 16, 2016 | P | 208,333 | A | Sep 17, 2016 | Mar 16, 2019 | Common Stock | 208,333 | 208,333 | D |
| WarrantF4 | $4.50 | Mar 16, 2016 | P | 208,333 | A | Sep 17, 2016 | Mar 16, 2019 | Common Stock | 208,333 | 208,333 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Edward A. St. John and Edward St. John, LLC ("St. John LLC"). The shares and warrants reported here are owned directly by St. John LLC.
- F2St. John LLC entered into a Subscription Agreement with Capricor Therapeutics, Inc. (the "Issuer") pursuant to which St. John LLC, on March 16, 2016, purchased an aggregate of 416,666 shares of the Issuer's common stock at a purchase price of $2.40 per share for an aggregate purchase price of approximately US$1,000,000. In connection with the purchase of shares, St. John LLC also received a warrant to purchase up to 208,333 shares of the Issuer's common stock at a strike price of $4.50 per share, exercisable at any time between September 17, 2016 and March 16, 2019.
- F3The shares reported here are owned indirectly by St. John LLC.
- F4Mr. St. John is the sole member and general manager of St. John LLC. Accordingly, Mr. St. John is the indirect beneficial owner of the shares and warrants reported here. Mr. St. John disclaims beneficial ownership of these shares and warrants except to the extent of his pecuniary interest in the shares and warrants.
- F5The shares reported here are owned indirectly by Mr. St. John.
- F6The shares reported here are owned directly by Mr. St. John.
- F7Thee shares reported here are owned indirectly by Mr. St. John.