SEC Form 4 · accession 0001209191-17-026444
ULURU Inc. · ULUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Velocitas Partners LLC
10% Owner
Period of report
Mar 31, 2017
Accepted (ET)
Apr 10, 2017 · 5:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001168220
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2017 | P$0 | 13,375,000 | — | A | 13,375,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Secured Convertible Promissory NoteF2 | $0.04 | Mar 31, 2017 | P | 500,000 | A | Mar 31, 2017 | Feb 27, 2019 | Common Stock | 12,500,000 | 1,000,000 | D |
| Warrant (Right to Buy)F3 | $0.04 | Mar 31, 2017 | P | 57,055,057 | A | Mar 31, 2017 | Mar 31, 2027 | Common Stock | 57,055,057 | 57,055,057 | D |
| Series B Convertible Preferred StockF5,F4 | — | Mar 31, 2017 | P | 1,250 | A | — | — | Common Stock | 125,000,000 | 125,000,000 | I |
Explanation of responses
- F1The Reporting Person acquired shares of the Issuer's Common Stock in consideration for the assignment to the Issuer by an affiliate of the Reporting Person of certain distributor agreements that the entities related to the Reporting Person has entered into with third parties to distribute Altrazeal on an exclusive basis in certain markets.
- F2The principal amount of, and accrued interest on, the Secured Convertible Promissory Note (the "Note") is convertible into shares of Common Stock of the Issuer at the conversion price: (i) at the option of the Reporting Person at any time; or (ii) automatically on February 27, 2019 (the "Maturity Date") unless an Event of Default (as defined in the Note) is occurring and continuing as of the Maturity Date.
- F3The warrant was issued for no additional consideration in connection with the offer and sale of the Note on the same day.
- F4Each share of Series B Convertible Preferred Stock has no expiration date and is currently convertible into 100,000 shares of the Issuer's common stock, provided that no holder of shares of Series B Preferred Stock shall be entitled to convert such share to the extent that the conversion of such share of Series B Preferred Stock would require the issuance of a number of shares of Common Stock of the Issuer that then exceed the number of authorized but unissued shares of Common Stock of the Issuer as of the date of such conversion.
- F5The shares of Series B Convertible Preferred Stock were purchased by Velocitas I LLC, an affiliate of the Reporting Person. The Reporting Person is the sole member of Velocitas Manager LLC, the manager of Velocitas I LLC. As a result, the Reporting Person shares the power to vote, acquire, hold and dispose of the shares owned by the Velocitas I LLC. The Reporting Person disclaims beneficial ownership of the securities owned by Velocitas I LLC except to the extent of its pecuniary interest therein.