SEC Form 4 · accession 0001144204-15-063192
OPIANT PHARMACEUTICALS, INC. · OPNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michael Sinclair
Officer — Executive Chairman · Director · 10% Owner
Period of report
Dec 10, 2014
Accepted (ET)
Nov 6, 2015 · 6:00 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001385508
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,F2,F3 | Jan 10, 2012 | A | 5,000 | — | A | 37,720 | I | Proton Therapy USA |
| Common stock, par value $0.001 per shareF3 | Oct 21, 2013 | A | 20,000 | — | A | 57,720 | D | |
| Common stock, par value $0.001 per share | Jan 15, 2015 | S | 1,700 | $3.50 | A | 75,585 | D | |
| Common stock, par value $0.001 per share | Jan 16, 2015 | A | 1,700 | $3.69 | A | 77,285 | D | |
| Common stock, par value $0.001 per share | Jan 20, 2015 | A | 1,600 | $3.69 | A | 78,885 | D | |
| Common stock, par value $0.001 per share | Jan 21, 2015 | A | 1,500 | $3.94 | A | 80,385 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF4,F5,F6 | $8.00 | May 1, 2013 | A | 130,000 | A | May 1, 2013 | Apr 30, 2023 | Common Stock, par value $0.001 per share | 130,000 | 475,000 | D |
| OptionsF7,F6 | $10.00 | May 1, 2013 | A | 105,000 | A | May 1, 2013 | Apr 30, 2023 | Common Stock, par value $0.001 per share | 105,000 | 580,000 | D |
| OptionsF6 | $15.00 | Aug 1, 2013 | A | 50,000 | A | Aug 1, 2013 | Jul 31, 2023 | Common Stock, par value $0.001 per share | 50,000 | 630,000 | D |
| OptionsF6 | $20.00 | Aug 1, 2013 | A | 50,000 | A | Aug 1, 2013 | Jul 31, 2023 | Common Stock, par value $0.001 per share | 50,000 | 680,000 | D |
| OptionsF6 | $6.00 | Dec 31, 2013 | A | 75,000 | A | Dec 31, 2013 | Dec 30, 2023 | Common Stock, par value $0.001 per share | 75,000 | 755,000 | D |
| OptionsF6,F8 | $5.00 | Jun 15, 2014 | A | 150,000 | A | Jun 15, 2014 | Jun 14, 2024 | Common Stock, par value $0.001 per share | 150,000 | 905,000 | D |
| OptionsF6,F8 | $8.00 | Jun 15, 2014 | A | 100,000 | A | Jun 15, 2014 | Jun 14, 2024 | Common Stock, par value $0.001 per share | 100,000 | 1,005,000 | D |
| OptionsF6,F9 | $7.25 | Oct 27, 2015 | A | 250,000 | A | Oct 27, 2015 | Oct 26, 2025 | Common Stock, par value $0.001 per share | 250,000 | 1,255,000 | D |
Explanation of responses
- F1This Form 4 is a late filing reporting the changes in beneficial ownership of the Reporting Person as of November 6, 2015. This Form 4 was required to be filed within two business days of 12/10/2014, the effective date of the Issuer's Form 8-A registration statement which registered the common stock of the Issuer for the first time under Section 12 of the Exchange Act. The Reporting Person voluntarily filed a Form 3 and a Form 4 on May 31, 2012 and voluntarily filed another Form 4 on January 25, 2013. In December 2014, the Issuer effected a one-for-one hundred reverse stock split of its common stock (the "1:100 Reverse Stock Split"). Unless otherwise noted, all share amounts and exercise prices listed in this Form 3 been retroactively adjusted for the 1:100 Reverse Stock Split as if such stock splits occurred prior to the issuance of such shares, warrants, or options.
- F2Footnote 1 continued - As of the January 25, 2013 Form 4, the Reporting Person owned 50,820 shares of the Issuer's common stock: 23,820 shares; 15,000 owned indirectly through the Reporting Person's wife; 12,000 owned indirectly through joint pension funds. Since January 25, 2013, the Reporting Person's wife transferred her 15,000 shares to the Reporting Person for no consideration and there are 1,935 shares that the Reporting Person no longer owns whose disposition is unclear. Thus, for purposes of this Form 4, the Reporting Person owned 48,885 shares prior to the first transaction reported on this Form 4.
- F3Unknown.
- F4As of the January 25, 2013 Form 4, the Reporting Person owned 345,000 derivative securities: 60,000 shares of common stock issuable upon exercise of stock options and 285,000 shares of common stock issuable upon the exercise of warrants.
- F550,000 vested on 5/1/2013, 50,000 vested on 11/1/2013, and 30,000 vested on 12/31/2013. All expire 10 years after their respective vesting dates.
- F6Cashless Options.
- F725,000 vested on 5/1/2013, 25,000 vested on 8/1/2013; 25,000 vested on 11/1/13, and 30,000 vested on 12/31/13. All expire 10 years after their respective vesting dates.
- F8These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration, or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date.
- F9These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to October 23, 2015; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment; and (2) the commencement of two trials on or subsequent to October 23, 2015; and (ii) the Expiration Date.