SEC Form 4 · accession 0000947871-18-000587
Outlook Therapeutics, Inc. · OTLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GMS Tenshi Holdings Pte. Ltd
Director · 10% Owner
Arun Kumar Pillai
Director · 10% Owner
Ghiath M. Sukhtian
Director · 10% Owner
Period of report
Jul 18, 2018
Accepted (ET)
Jul 20, 2018 · 10:29 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649989
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1,F5,F6 | — | Jul 18, 2018 | A | 6,526 | A | — | — | Common Stock | 986,626 | 58,735 | D |
| Series A Convertible Preferred StockF3,F1,F5,F6 | — | Jul 18, 2018 | D | 58,735 | D | — | — | Common Stock | 8,879,780 | 0 | D |
| Series A-1 Convertible Preferred StockF3,F4,F5,F6 | — | Jul 18, 2018 | A | 58,735 | A | — | — | Common Stock | 8,879,780 | 58,735 | D |
Explanation of responses
- F1Each share of Series A Convertible Preferred Stock ("Series A Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.01 per share ("Shares"), at any time at the election of the holder. The Series A Preferred Stock has no expiration date.
- F2Represents shares of Series A Preferred Stock received by GMS Tenshi Holdings Pte. Limited ("GMS Tenshi") as a payment-in-kind dividend on previously purchased Series A Preferred Stock.
- F3Shares of Series A Preferred Stock was exchanged on a one-for-one basis for shares of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred Stock").
- F4Each share of Series A-1 Preferred Stock is convertible into Shares at any time at the election of the holder. The Series A-1 Preferred Stock has no expiration date.
- F5These securities are held of record by GMS Tenshi. Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma.
- F6By virtue of the relationships described above in Footnote 3, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Tenshi noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. GMS Tenshi has designated four representatives to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.