SEC Form 4 · accession 0001493152-15-000941
LIXTE BIOTECHNOLOGY HOLDINGS, INC. · NMAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 8:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001335105
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 4,850,000 | I | By the Arthur and Jane Riggs 1990 Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred StockF1 | $0.80 | Mar 17, 2015 | P | 175,000 | A | Mar 17, 2015 | — | Common | 2,187,500 | 175,000 | I |
Explanation of responses
- F1Effective March 17, 2015, the Arthur and Jane Riggs 1990 Revocable Trust purchased 175,000 shares (the "Preferred Shares") of the Company's Series A Convertible Preferred Stock at $10.00 per share. Each Preferred Share may be converted, at the option of the holder, into 12.5 common shares (subject to customary anti-dilution provisions) and the Preferred Shares are subject to mandatory conversion at the conversion rate in the event of a merger or sale transaction resulting in gross proceeds to the Company of at least $21,875,000. If fully converted, the Preferred Shares would convert into 2,187,500 shares of common stock, representing an effective price per common share of $0.80. Arthur Riggs and Jane Riggs are co-trustees of the Trust and share voting and dispositive power over the Preferred Shares. They share the same address.