SEC Form 3 · accession 0001057103-18-000003
Novan, Inc. · NOVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 9, 2018
Accepted (ET)
Jan 26, 2018 · 6:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001467154
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 2,429,149 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF2,F4,F3 | $4.66 | holding | — | — | — | — | Jan 9, 2022 | Common Stock | 2,429,149 | — | I |
Explanation of responses
- F1Represents a pro rata portion of the 3,947,368 shares of common stock, par value $0.0001 per share ("Common Stock"), of Novan, Inc. (the "Issuer") directly owned by Reedy Creek Investments LLC ("Reedy Creek"). The James H. Goodnight Management Trust (the "Trust") owns a majority of the equity interests and has the right to appoint a majority of the members of the board of managers of Reedy Creek, and James H. Goodnight is the sole trustee of the Trust. In such capacities, each of the Trust and Dr. Goodnight may be deemed to beneficially own 2,429,149 shares of Common Stock of the Issuer, representing a pro rata portion of the shares of Common Stock of the Issuer directly owned by Reedy Creek.
- F2This report on Form 3 is jointly filed by the Trust and Dr. Goodnight (the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
- F3These warrants to purchase shares of Common Stock of the Issuer (the "Warrants") may be exercised at any time prior to the expiration date.
- F4Represents a pro rata portion of the 3,947,368 Warrants directly owned by Reedy Creek. In their respective capacities as owner of a majority of the equity interests in Reedy Creek and sole trustee of the Trust, each of the Trust and Dr. Goodnight may be deemed to beneficially own 2,429,149 Warrants, representing a pro rata portion of the Warrants directly owned by Reedy Creek.