SEC Form 4 · accession 0000905718-18-001018
PLx Pharma Inc. · PLXP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Park West Asset Management LLC
10% Owner
Period of report
Dec 20, 2018
Accepted (ET)
Dec 31, 2018 · 4:41 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001497504
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per shareF1,F2 | Dec 27, 2018 | P | 397,495 | $1.00 | A | 1,473,218 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F3,F6,F1,F7,F4,F5 | $3.50 | Dec 20, 2018 | P | 500,000 | A | — | — | Common Stock | 500,000 | 500,000 | I |
Explanation of responses
- F1Park West Asset Management LLC (the "Reporting Person") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF"), and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, together with PWIMF, the "PW Funds"). Peter S. Park ("Mr. Park") is the sole member and manager of the Reporting Person.
- F2As of December 27, 2018, PWIMF held 1,332,191 shares of common stock, par value $0.001 per share (the "Common Stock"), of PLx Pharma Inc. (the "Company"), and PWPI held 141,027 shares of Common Stock. Pursuant to Reg. Section 240.16a-1(a)(2), the Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such securities.
- F3On December 20, 2018, the PW Funds entered into a Purchase Agreement with the Company (the "Purchase Agreement"), pursuant to which the PW Funds agreed to purchase 15,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, for an aggregate purchase price of $15,000,000 (the "Private Placement"). The closing of the Private Placement is contingent on the Company obtaining stockholder approval of (i) an amendment to the Company's Amended and Restated Certificate of Incorporation to authorize 1,000,000 shares of "blank check" preferred stock and (ii) the issuance of more than 20% of the Common Stock in the Private Placement for purposes of Nasdaq Listing Rule 5635 (the "Stockholder Approval").
- F4The warrants reported on this Form 4 (the "Commitment Warrants") are only exercisable to the extent that the Company does not obtain the Stockholder Approval by April 15, 2019 (the "Exercisability Date").
- F5The Commitment Warrants expire on the tenth anniversary of the Exercisability Date and will be surrendered to the Company for cancellation if the Stockholder Approval is obtained on or prior to the Exercisability Date.
- F6The Company issued the Commitment Warrants at no additional cost, in consideration of the PW Funds' commitments pursuant to the Purchase Agreement.
- F7As of December 20, 2018, PWIMF held Commitment Warrants to purchase up to 452,135 shares of Common Stock and PWPI held Commitment Warrants to purchase up to 47,865 shares of Common Stock. Pursuant to Reg. Section 240.16a-1(a)(2), the Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in such securities.