SEC Form 4 · accession 0001415889-15-000760
Cocrystal Pharma, Inc. · COCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 3, 2015
Accepted (ET)
Mar 5, 2015 · 4:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001412486
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 3, 2015 | M | 87,726,389 | — | A | 100,094,114 | I | By Frost Gamma Investments Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF1,F2 | — | Mar 3, 2015 | M | 427,760 | D | — | — | Common Stock | 87,726,389 | 0 | I |
Explanation of responses
- F1Each share of Series B Convertible Preferred Stock held by the reporting person was automatically convertible for no additional consideration into 205.08308640 shares of the issuer's common stock at such time as the issuer obtained sufficient authorized capital. The issuer filed a charter amendment increasing its authorized common stock with the Secretary of State of Delaware on March 3, 2015, which caused the automatic conversion of the Series B Convertible Preferred Stock into common stock. The Series B Convertible Preferred Stock had no expiration date.
- F2These securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. Dr. Frost disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Dr. Frost is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks
This Form 4 does not include any of the securities owned directly by OPKO Health, Inc., a company of which Dr. Frost is the Chairman of the Board and Chief Executive Officer, concerning the securities of which Dr. Frost does not hold voting and investment control. Dr. Frost disclaims beneficial ownership of the securities held by OPKO Health, Inc. except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Dr. Frost is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.