SEC Form 4 · accession 0000899243-19-004893

MELINTA THERAPEUTICS, INC. /NEW/ · MLNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 22, 2019, pursuant to the Second Amended and Restated Senior Subordinated Convertible Loan Agreement, originally dated as of December 31, 2018, and amended and restated as of January 14, 2019 and February 22, 2019, by and between the Issuer, Vatera Healthcare Partners LLC ("VHP") and other parties thereto (the "A&R Loan Agreement"), the Issuer issued senior subordinated convertible loans ("Convertible Loans") to VHP evidencing $75,000,000 of borrowings. The Convertible Loans are convertible at the option of VHP into shares of convertible preferred stock of the Issuer at an initial conversion rate of 1.25 shares of preferred stock per $1,000 of Conversion Amount (as defined in the A&R Loan Agreement), subject to adjustment as provided in the A&R Loan Agreement (the "Loan Conversion Rate").
• F2(continued from footnote 1) The conversion price for a conversion into preferred stock is equal to $1,000 divided by the Loan Conversion Rate. The preferred stock is further convertible at the option of each Lender into shares of common stock of the Issuer at a rate of 100 shares of common stock per one share of preferred stock (the "Common Stock Conversion Rate"). At the option of VHP, the Convertible Loans are also directly convertible into common stock at an initial conversion rate equal to the Loan Conversion Rate multiplied by the Common Stock Conversion Rate.
• F3The conversion price of $8.00 per share represents the conversion price of the Convertible Loans directly into common stock.
• F4The number of shares underlying the Convertible Loans represents the conversion of all $75,000,000 of the Convertible Loans as of February 22, 2019 directly into common stock at the conversion price of $8.00.
• F5Vatera Capital Management LLC ("VCM") is the manager of VHP and VHPM Holdings LLC ("VHPM") and Kevin Ferro serves as Chief Executive Officer and Managing Member of VCM. VCM and Mr. Ferro are Reporting Persons on this Form 4. Pursuant to Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), VCM and Mr. Ferro may be deemed to beneficially own the shares underlying the Convertible Loans held directly by VHP. Each of VCM and Mr. Ferro disclaims beneficial ownership of any shares underlying the Convertible Loans owned by VHP, except to the extent of its or his pecuniary interest therein. VHP may syndicate a portion of the Convertible Loans to co-investors including VHPM, among others
• F6Mr. Ferro serves on the Board of Directors of the Issuer (the "Board"). Solely for purposes of Section 16 of the Exchange Act, VHP, VCM and VHPM may be deemed to be directors-by-deputization as a result of the service of Mr. Ferro on the Board. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all the shares underlying the Convertible Loans by the Reporting Persons as a result of or in connection with the transactions reported in this Form 4.

Remarks

Exhibit 99.1 - Joint Filers' Signatures All share numbers and share prices in this Form 4 reflect the 1-for-5 reverse stock split which became effective as of 5 p.m. February 21, 2019.