SEC Form 4 · accession 0001534424-16-001013

ClearPoint Neuro, Inc. · CLPT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Andrew K. Rooke

Director

Period of report

Sep 2, 2016

Accepted (ET)

Sep 7, 2016 · 6:39 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001285550

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 2, 2016	P$0	10,000	—	A	10,000	I	By trust
Common Stock^F2	Sep 2, 2016	C	200,000	—	A	210,000	I	By trust
Common Stock	holding	—	—		—	255,439	D
Common Stock	holding	—	—		—	4,658	I	By trust
Common Stock	holding	—	—		—	4,658	I	By trust
Common Stock	holding	—	—		—	4,658	I	By trust
Common Stock	holding	—	—		—	4,658	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	2,602	I	By trust
Common Stock	holding	—	—		—	11,628	I	By Withington Foundation
Common Stock	holding	—	—		—	12,500	I	By Payne Partners LLC
Common Stock	holding	—	—		—	51,455	I	By Rooke Fiduciary Management

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants (right to buy)^F1,F4	$5.50	Sep 2, 2016	P	9,000	A	Sep 2, 2016	Sep 2, 2021	Common Stock	9,000	9,000	I
2009 Note^F3	$5.00	Sep 2, 2016	C	—	D	—	—	Unit	—	0	I
Warrants (right to buy)^F2,F4	$5.50	Sep 2, 2016	C	180,000	A	Sep 2, 2016	Sep 2, 2021	Common Stock	180,000	180,000	I
Warrants(5) (right to buy)^F2,F5,F4	$5.50	Mar 25, 2014	P	7,500	A	Mar 25, 2014	Mar 25, 2019	Common Stock	7,500	7,500	I

Explanation of responses

F1The reported securities are included within 40,000 units purchased by the Reporting Person for $5.00 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.90 share of common stock.
F2The reported securities are included within 200,000 units sold to the Reporting Person for $5.00 per unit upon the automatic conversion of the $1,000,000 principal balance of the 12% Second-Priority Secured Non-Convertible Promissory Note Due 2019 dated as of March 25, 2014 ("2019 Note") issued to and held by the Reporting Person, as amended by that certain Omnibus Amendment dated as of June 30, 2016 and that certain Second Omnibus Amendment dated as of August 31, 2016 (the "Second Omnibus Amendment"). Each unit consists of one share of common stock and one warrant to purchase 0.90 share of common stock.
F3Upon the closing of the Issuer's private placement on September 2, 2016 (the "Private Placement"), in accordance with the terms and conditions of the Second Omnibus Amendment, the $1,000,000 principal balance of the 2019 Note held by the Reporting Person automatically converted into 200,000 units issued and sold to the Reporting Person based on the $5.00 offering price in the Private Placement. Each unit consists of common stock and one warrant to purchase 0.90 share of common stock.
F4The shares subject to this warrant are immediately exercisable.
F5These warrants were previously reported on the Form 4 filed with the Securities and Exchange Commission on March 26, 2014. This line item reflects the current exercise price of such warrants resulting from anti-dilution adjustments made pursuant to the Second Omnibus Amendment triggered by the Private Placement, on a post reverse stock split basis,.