SEC Form 4 · accession 0001140361-15-035881
NANOVIRICIDES, INC. · NNVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1 | Sep 22, 2015 | M | 208,771 | $0.35 | A | 2,082,310 | D | |
| Common Stock, par value $0.001 per shareF2,F1 | Sep 22, 2015 | F | 76,944 | $1.30 | D | 2,005,366 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Options | $0.35 | Sep 22, 2015 | M | 285,715 | D | Jun 30, 2005 | Sep 26, 2015 | Common Stock | 285,715 | 0 | D |
Explanation of responses
- F1Does not include 571,429 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock") which votes at the rate of nine shares of Common Stock per each share of Series A and is convertible into three and one half shares of Common Stock upon a change in control of the Company or upon achieving certain trading prices of the Common Stock. Also does not include 16,531,429 shares owned by TheraCour Pharma, Inc. (calculating the Series A, over which Dr. Diwan holds voting and dispositive power.
- F2Reflects 76,944 shares withheld by the Issuer at the market price of $1.30 per share, less an exercise price of $0.35 per share, to fund the cashless exercise of 208,771 options.
Remarks
Certain of the transactions reported above in Table I reflect the cashless exercise of stock options. The cashless exercise for the options is reported in two lines. The first line of the cashless exercise transaction is coded M in column 3 of Table I and reports in column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price with Code A for acquired. The line coded F in column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options with Code D for disposed. Where the number of shares deducted for cashless exercise is a fraction, the number has been rounded to the nearest whole number of shares. All transactions are exempt from Section 16(b) by reason of Rule 16b-3. The transactions reported in Table II above, reflect the disposition of the same stock options whose cashless exercise is disclosed in Table I above. The number of derivative securities owned after the transactions reported in column 9 of Table II above includes only stock options, of which there were none.