SEC Form 4 · accession 0001076542-17-000095
NEXEON MEDSYSTEMS INC · NXNN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Rosellini
Other
Period of report
Jun 23, 2017
Accepted (ET)
Oct 6, 2017 · 1:49 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001416172
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4 | Jun 23, 2017 | C | 104,890 | — | A | 821,890 | D | |
| Common StockF3,F5,F1 | Jun 23, 2017 | C | 102,000 | — | A | 702,000 | I | Michael Rosellini ROTH IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F4 | — | Jun 23, 2017 | J | 617,000 | D | Dec 2, 2016 | Dec 2, 2019 | Common Stock | 104,890 | 0 | D |
| WarrantsF3,F5,F2 | — | Jun 23, 2017 | J | 600,000 | D | Dec 2, 2016 | Dec 2, 2019 | Common Stock | 102,000 | 0 | I |
Explanation of responses
- F1Shares held by the Michael Rosellini ROTH IRA. Dr. Rosellini has the sole power to vote and dispose of the shares held by the Michael Rosellini ROTH IRA.
- F2Warrants held by the Michael Rosellini ROTH IRA. Dr. Rosellini has the sole power to vote and dispose of the warrants/shares held by the Michael Rosellini ROTH IRA.
- F3On March 21, 2017, the Company offered to current warrant holders who participated in the 2016 Private Placement which closed on December 2, 2016, the opportunity to convert their warrants into common stock of the Company on the following terms ("Warrant Conversion Offer"). The offer terms included the exercise of seventeen (17) warrants for seventeen (17) shares of the Company's common stock at an exercise price of $0.01 per share for every one hundred (100) warrants owned. The remaining eighty-three (83) warrants per hundred warrants owned would be cancelled. The offer was on an all-or-nothing basis to convert all warrants held by each warrant holder.
- F4Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, of the 617,000 warrants held by Dr. Rosellini individually, 104,890 warrants were converted into 104,890 shares of common stock, and 512,110 warrants were cancelled.
- F5Pursuant to the terms of the Warrant Conversion Offer, on June 23, 2017, of the 600,000 warrants held by the Michael Rosellini ROTH IRA, 102,000 warrants were converted into 102,000 shares of common stock and 498,000 warrants were cancelled.