SEC Form 4/A · accession 0001140361-15-008254
WaferGen Bio-systems, Inc. · WGBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Joel S Kanter
Director
Period of report
May 25, 2011
Accepted (ET)
Feb 20, 2015 · 6:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001368993
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Convertible Preferred StockF1,F3,F4,F2 | — | May 25, 2011 | P | 2,404 | A | — | — | Common Stock | 24,038 | 2,404 | D |
| Common Stock Warrant (right to buy)F1,F5,F4,F6 | $0.62 | May 25, 2011 | P | 45,968 | A | — | — | Common Stock | 45,968 | 45,968 | D |
| Convertible Promissory Note due 11/27/2014F1,F4,F7,F8 | $5.70 | May 25, 2011 | P | — | A | — | — | Series A-2 Convertible Preferred Stock | 21,930 | — | D |
Explanation of responses
- F14,807.69 shares of Series A-1 Convertible Preferred Stock, 91,937 common stock warrants and convertible promissory notes with aggregate principal amount of $50,000 acquired by The Kanter Family Foundation, in which the reporting person has no pecuniary interest, were errantly reported in the original filing. Its securities were also errantly reported on two subsequent Forms 4 filed by the reporting person.
- F2The securities are convertible immediately into common stock on a one-for-ten basis, and have no expiration date.
- F3The original filing incorrectly reported that the reporting person had acquired beneficial ownership in an additional 7,211.53 shares of Series A-1 Convertible Preferred Stock, which were held by the reporting person for the benefit of Joshua Kanter, the reporting person's brother who does not share the same household with the reporting person, and an entity affiliated with Joshua Kanter. The reporting person did not at any time have any pecuniary interest in these additional shares. These additional shares were also errantly reported on three subsequent Forms 4 filed by the reporting person.
- F4All the securities reported on this Form 4 were purchased by the reporting person for an aggregate purchase price of $25,000.
- F5The original filing incorrectly reported that the reporting person had acquired beneficial ownership in an additional 137,905 common stock warrants, which were held by the reporting person for the benefit of Joshua Kanter, the reporting person's brother who does not share the same household with the reporting person, and an entity affiliated with Joshua Kanter. The reporting person did not at any time have any pecuniary interest in these additional warrants. These additional warrants were also errantly reported on one subsequent Form 4 filed by the reporting person.
- F6The securities are exercisable immediately into common stock and expire on May 25, 2016.
- F7The original filing incorrectly reported that the reporting person had acquired beneficial ownership in additional convertible promissory notes with aggregate principal amount of $37,500, which were held by the reporting person for the benefit of Joshua Kanter, the reporting person's brother who does not share the same household with the reporting person, and an entity affiliated with Joshua Kanter. The reporting person did not at any time have any pecuniary interest in these additional convertible promissory notes. These additional convertible promissory notes were also errantly reported on three subsequent Forms 4 filed by the reporting person.
- F8The principal amount of the security was convertible into Series A-2 convertible preferred stock, in whole or in part, at any time following the closing date, from time to time, with no expiration date. The Series A-2 convertible preferred stock is convertible immediately into common stock on a one-for-ten basis, and has no expiration date. The amount reported is the number of shares of common stock assuming full conversion of Series A-2 Convertible Preferred Stock based on the principal amount of the security at issuance.