SEC Form 4 · accession 0001144204-16-137887
UNIVERSAL BIOSENSORS INC · UBI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Craig E. Coleman
Director · 10% Owner
Period of report
Dec 1, 2016
Accepted (ET)
Dec 5, 2016 · 4:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001279695
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 | Dec 1, 2016 | P | 1,807,004 | $0.3196 | A | 26,979,669 | I | By Partnership |
| Common StockF1,F3,F4,F5 | Dec 2, 2016 | P | 165,000 | $0.32 | A | 27,144,669 | I | By Partnership |
| Common StockF1,F3,F6,F4,F5 | Dec 5, 2016 | P | 112,009 | $0.3282 | A | 27,256,678 | I | By Partnership |
| Common StockF1,F7 | holding | — | — | — | 220,000 | I | By the Coleman Super Fund |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Traded as Chess Depository Interests ("CDIs") on the Australian Stock Exchange. CDIs represent beneficial interests in the common stock held by CHESS Depository Nominees Pty Ltd.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.2950 to $0.3200, inclusive. The Reporting Person undertakes to provide to Universal Biosensors, Inc. ("UBI"), any security holder of UBI, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
- F3The price per share of the common stock reported is stated in Australian dollars, as converted from a U.S. dollar price on the date of the transaction.
- F4The Reporting Person is a director of Viburnum Funds Pty Ltd ("Viburnum"), which is the manager of each of VF Strategic Equities Fund ("Strategic Fund") and VF High Conviction Fund ("Conviction Fund"), the direct beneficial owners of the common stock. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the common stock held by Strategic Fund and Conviction Fund, except to the extent of his pecuniary interest therein.
- F5Viburnum, as the manager of Strategic Fund and Conviction Fund, may be deemed to beneficially own 27,256,678 shares of common stock, which consists of 17,420,000 and 9,836,678 shares of common stock held by Strategic Fund and Conviction Fund, respectively (including 154,736 shares of common stock sold by VF Australian Equities Fund, of which Viburnum is the manager, and contemporaneously purchased by Conviction Fund, each transaction at a price of $0.3200, on December 2, 2016). Viburnum, as the manager of each of Strategic Fund and Conviction Fund, shares voting and dispositive power over, and may be deemed to beneficially own, the common stock held by the foregoing entities. The Reporting Person shares voting and dispositive power over, and may be deemed to beneficially own, the common stock held by the foregoing entities due to the Reporting Person serving as a director of Viburnum.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3200 to $0.3300, inclusive. The Reporting Person undertakes to provide to UBI, any security holder of UBI, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (6) to this Form 4.
- F7Craig E. and Phylis Coleman are the trustees of the Coleman Super Fund, of which Mr. Coleman is a potential beneficiary.