SEC Form 4/A · accession 0001144204-15-069192
OPIANT PHARMACEUTICALS, INC. · OPNT
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
Michael Sinclair
Officer — Executive Chairman · Director · 10% Owner
Period of report
Dec 10, 2014
Accepted (ET)
Dec 3, 2015 · 4:28 pm 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,F4 | Jan 15, 2015 | S | 1,700 | $3.50 | A | 144,070 | D | |
| Common stock, par value $0.001 per share | Jan 16, 2015 | A | 1,700 | $3.69 | A | 145,770 | D | |
| Common stock, par value $0.001 per share | Jan 20, 2015 | A | 1,600 | $3.69 | A | 147,370 | D | |
| Common stock, par value $0.001 per share | Jan 21, 2015 | A | 1,500 | $3.94 | A | 148,870 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| OptionsF5,F6,F7 | $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 |
| OptionsF8,F7 | $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 |
| OptionsF7 | $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 |
| OptionsF7 | $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 |
| OptionsF7 | $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 |
| OptionsF7,F9 | $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 |
| OptionsF7,F9 | $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 |
| OptionsF7,F10 | $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
- F1The Reporting Person filed a Form 4 on November 6, 2015 (the "Original Form"). The Original Form is being amended (the "Form 4 Amendment") to correct the Original Form. This Form 4 Amendment discloses how many Table I securities (i.e., shares of common stock) the Reporting Person owned on May 31, 2012 (the date of the last voluntary Form 4 filed by the Reporting Person that disclosed transactions in shares of common stock) and January 14, 2015 (the day before the first transaction reported on this Form 4 Amendment). This Form 4 Amendment also corrects how many shares the Reporting Person now owns. Finally, this Form 4 Amendment deletes two entries from the Table I disclosure.
- F10These 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.
- F2This Form 4 Amendment reports the changes in beneficial ownership of the Reporting Person as of December 3, 2015. The Original 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 4 Amendment have 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.
- F3Footnote 2 continued - As of the May 31, 2012 Form 4 (the date of the last voluntary Form 4 filed by the Reporting Person that disclosed transactions in shares of common stock), the Reporting Person owned 50,820 shares of the Issuer's common stock: 23,820 shares directly; 15,000 shares owned indirectly through the Reporting Person's wife; and 12,000 shares owned indirectly through joint pension funds. During the period of May 31, 2012 through January 14, 2015: (a) the Reporting Person's wife transferred her 15,000 shares to the Reporting Person for no consideration; (b) the Reporting Person acquired 32,150 shares on unknown dates and at unknown prices; and (c) the Reporting Person's children transferred 60,000 shares to the Reporting Person for no consideration.
- F4Footnote 2 continued - Thus, for purposes of this Form 4 Amendment, the Reporting Person owned 142,370 shares prior to the first transaction reported on this Form 4 Amendment in the following manner: (x) 40,720 shares held in certificate form directly by the Reporting Person; (y) 19,650 shares held in certificate form indirectly by (i) Proton Therapy USA, a entity owned jointly by the Reporting Person and his son (5,000 shares); (ii) the first pension fund (10,000 shares); (iii) the second pension fund (2,000 shares); and (iv) Clearsearch Ltd., an entity who holds the shares for the benefit of the Reporting Person (2,650 shares); and (z) 82,000 shares held in electronic form for the benefit of the Reporting Person.
- F5As of the January 25, 2013 Form 4 (the date of the last voluntary Form 4 filed by the Reporting Person that disclosed transactions in derivate securities), 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.
- F650,000 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.
- F7Cashless Options.
- F825,000 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.
- F9These 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.