SEC Form 4 · accession 0001209191-19-013617
Vivani Medical, Inc. · VANI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregg Williams
Director · 10% Owner
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 5:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001266806
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Feb 22, 2019 | A | 41,436,463 | — | A | 77,692,235 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant to Purchase Common StockF4,F2,F3 | $1.47 | Feb 22, 2019 | A | 41,436,463 | A | Feb 22, 2019 | Mar 14, 2024 | Common Stock | 41,436,463 | 48,239,184 | I |
Explanation of responses
- F1Sam B Williams 95 GST Trust ("GST") acquired 6,906,077 shares of common stock, the Gregg G. Williams 2006 Trust ("GW") acquired 6,906,077 shares of common stock and the Williams International Co. LLC acquired 27,624,309 shares of common stock pursuant to a Rights Offering with the final allocation of shares confirmed on February 22, 2019. Mr. Williams is a trustee of each of these entities.
- F2The common stock and warrants reported on this Form 4, were acquired upon exercise of subscription rights to purchase units previously distributed by the Issuer to holders of its common stock. Each unit consisted of one share of common stock and one warrant. The purchase price was $0.724 per unit.
- F3After giving effect to the transactions reported on this Form 4, shares beneficially owned by Mr. Williams include (i) 27,391,326 shares of common stock and warrants to purchase 13,708,798 shares of common stock owned by GW Trust, (ii) 29,108,563 shares of common stock and warrants to purchase 27,624,309 shares of common stock owned by Williams International Co. LLC (iii) 4,358,082 shares of common stock owned by Sam Williams Family Investments LLC and (iv) 16,834,264 shares of common stock and warrants to purchase 6,906,077 shares of common stock owned by GST.
- F4GST Trust acquired 6,906,077 warrants to purchase common stock, the GW Trust acquired 6,906,077 warrants to purchase common stock and Williams International Co. LLC acquired 27,624,309 warrants to purchase common stock pursuant to a Rights Offering with the final allocation of shares confirmed on February 22, 2019. Mr. Williams is a trustee of each of these entities.