SEC Form 3 · accession 0001729052-18-000001
Novan, Inc. · NOVN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald R Parker
10% Owner
Period of report
Jan 9, 2018
Accepted (ET)
Jan 23, 2018 · 8:05 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 | — | — | — | 3,947,368 | I | See Footnotes | |
| Common Stock | holding | — | — | — | 5,000 | D | ||
| Common StockF2,F3 | holding | — | — | — | 3,200 | 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,F5,F4 | $4.66 | holding | — | — | — | — | Jan 9, 2022 | Common Stock | 3,947,368 | — | I |
Explanation of responses
- F1Represents 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"). Donald R. Parker is the sole member of the board of managers and the president and chief executive officer, treasurer and chief financial officer of Reedy Creek. Mr. Parker directs the voting and investment activities of Reedy Creek. In such capacity, Mr. Parker may be deemed to beneficially own all of the shares of Common Stock of the Issuer directly owned by Reedy Creek.
- F2Mr. Parker 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 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.
- F3Represents 3,200 shares of Common Stock of the Issuer directly owned by minor custodial accounts for which Mr. Parker is the sole custodian.
- F4These warrants to purchase 3,947,368 shares of Common Stock of the Issuer (the "Warrants") may be exercised at any time prior to the expiration date.
- F5Represents 3,947,368 Warrants directly owned by Reedy Creek. In his capacity as the sole member of the board of managers and the president and chief executive officer, treasurer and chief financial officer of Reedy Creek, Mr. Parker may be deemed to beneficially own the Warrants directly owned by Reedy Creek.