SEC Form 4 · accession 0001535610-19-000067
ReShape Lifesciences Inc. · RSLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SABBY MANAGEMENT, LLC
10% Owner
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 1:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001371217
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 31, 2019 | P | 10,301 | $0.2733 | A | 1,192,507 | I | See Footnotes |
| Common StockF3,F1,F2 | Feb 1, 2019 | P$0 | 1,192,000 | — | D | 507 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series E Convertible Preferred StockF3,F1,F2 | — | Feb 1, 2019 | J | 1,192,000 | A | Feb 1, 2019 | Feb 1, 2039 | Common Stock | 1,192,000 | 1,192,000 | I |
Explanation of responses
- F1This Form 4 is being filed by Sabby Volatility Warrant Master Fund, Ltd. ("SVWMF"), Sabby Management, LLC ("Advisor") and Hal Mintz. Advisor is the investment manager of SVWMF. Mr. Mintz is manager of Advisor.
- F2The amounts reported herein reflect the entire amount of the specified Issuer's security held by SVWMF as of each transaction date. Each of Advisor and Mr. Mintz disclaims for purposes of Section 16 of the Securities and Exchange Act of 1934 ("Section 16"), beneficial ownership of such securities, except to the extent of its/his pecuniary interest therein, and this report shall not be deemed as an admission that either Advisor or Mr. Mintz is the beneficial owner of such securities for purposes of Section 16 or otherwise.
- F3On January 31, 2019, pursuant to Section 3(a)(9) of the Securities Act of 1933, SVWMF entered into an exchange agreement with the Issuer for the exchange of 1,192,000 shares of common stock for an equal number of shares of Series E Convertible Preferred Stock ("Preferred Stock"). Each share of Preferred Stock is convertible into one share of common stock at the election of SVWMF, provided that the Preferred Stock includes a provision which limits the holder's right to convert shares of Preferred Stock into common stock such that its beneficial ownership may not exceed 9.99% of the Issuer's outstanding common stock.