SEC Form 4 · accession 0001209191-15-046883
AMEDICA Corp · SINT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W. Truetzel
Director
Period of report
May 21, 2015
Accepted (ET)
May 26, 2015 · 6:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001269026
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 21, 2015 | A | 278,506 | — | A | 375,195 | I | Held by Truetzel Revocable Trust |
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 StcokF1,F2 | — | May 21, 2015 | D | 80,000 | D | Nov 26, 2014 | Nov 26, 2019 | Common Stock | 80,000 | 1,212 | I |
Explanation of responses
- F1The transactions reported above in Table I and Table II reflect the cashless exercise of a warrant. The terms of the warrant permit the Company, upon exercise of the warrant, to deliver a number of shares of Common Stock determined according to the following formula: Total Shares = (A x B) / C , where: Total Shares is the number of shares of Common Stock to be issued upon a Cashless Exercise, A is the total number of shares with respect to which the Warrant is then being exercised, B is the Black Scholes Value and C is the closing bid price of the Common Stock as of two trading days prior to the time of such exercise.
- F2As defined in the Warrants, "Black Scholes Value" means the Black Scholes value of an option for one share of Common Stock at the date of the applicable Black Scholes Payment or Cashless Exercise, as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the "OV" function on Bloomberg utilizing (i) an underlying price per share equal to the closing bid price of the Common Stock as of trading day immediately preceding the date of issuance of the warrant, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the Warrant as of the applicable Black Scholes Payment or Cashless Exercise, (iii) a strike price equal to the exercise price in effect at the time of the applicable Black Scholes Payment or Cashless Exercise, (iv) an expected volatility equal to 135% and (v) a remaining term of such option equal to five (5) years (regardless of the actual remaining term of the Warrant)