SEC Form 4 · accession 0001094891-17-000275
PAVmed Inc. · PAVM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Lishan Aklog
Officer — Chairman and CEO · Director · 10% Owner
HCFP/Capital Partners III LLC
10% Owner
Pavilion Venture Partners LLC
10% Owner
Period of report
Nov 22, 2017
Accepted (ET)
Nov 27, 2017 · 5:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001624326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 21, 2017 | L | 1,200 | $4.30 | A | 71,489 | D | |
| Common StockF2,F3 | Nov 22, 2017 | J | 67,317 | $0.00 | D | 5,646,562 | I | By HCFP/Capital Partners III LLC |
| Common Stock | holding | — | — | — | 285 | I | By daughter | |
| Common Stock | holding | — | — | — | 300 | I | By son | |
| Common StockF4 | holding | — | — | — | 2,520,532 | I | By Pavilion Venture Partners LLC | |
| Common StockF5 | holding | — | — | — | 20,000 | I | By HCFP/AG LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F3 | $5.00 | Nov 22, 2017 | J | 67,317 | D | Oct 28, 2016 | Jan 29, 2022 | Common Stock | 5,646,562 | 5,646,562 | I |
| Warrants | $5.00 | holding | — | — | — | Oct 28, 2016 | Jan 29, 2022 | Common Stock | 50,400 | 50,400 | D |
| WarrantsF4 | $5.00 | holding | — | — | — | Oct 28, 2016 | Jan 29, 2022 | Common Stock | 2,220,532 | 2,220,532 | I |
| WarrantsF5 | $5.00 | holding | — | — | — | Oct 28, 2016 | Jan 29, 2022 | Common Stock | 20,000 | 20,000 | I |
Explanation of responses
- F1The shares were purchased at a weighted average price of approximately $4.30 per share. These shares were purchased in multiple transactions at prices ranging from $4.07 to $4.67, inclusive. The reporting person undertakes to provide to PAVmed Inc., any security holder of PAVmed Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth this footnote to this Form 4.
- F2The securities were contributed to an affiliated entity and then distributed pro rata by such entity to its equity holders.
- F3Dr. Aklog is a member and a co-manager of HCFP/Capital Partners III LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.
- F4Dr. Aklog is a member and sole manager of Pavilion Venture Partners LLC, and has sole voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein.
- F5Dr. Aklog is a co-manager of HCFP/AG LLC, and shares joint voting and dispositive power over the shares held by this entity. Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the extent of his pecuniary interest therein.
Remarks
The reporting person no longer has a reportable beneficial interest in the following securities, which were included in the reporting person's prior ownership reports: (i) 125,000 shares of common stock and 125,000 warrants distributed by HCFP/Capital Partners IIIB LLC to its members on a pro rata basis (none of which were distributed to the reporting person); and (ii) 87,020 shares of common stock and 387,020 warrants held by HCFP Inc., over which the reporting person ceased to have investment control.