SEC Form 4 · accession 0001209191-18-064382
Outlook Therapeutics, Inc. · OTLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Faisal Ghiath Sukhtian
Director · 10% Owner
BioLexis Pte Ltd.
Director · 10% Owner
Arun Kumar Pillai
Director · 10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Dec 31, 2018 · 2:43 pm EST
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-1 Convertible Preferred StockF2,F3,F4,F1 | — | Dec 31, 2018 | J | 1,505 | A | — | — | Common Stock | 227,531 | 61,708 | D |
Explanation of responses
- F1Each share of the Series A-1 Convertible Preferred Stock (the "Series A-1") 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-1 has no expiration date.
- F2Represents shares of Series A-1 received by BioLexis Pte Ltd. ("BioLexis") as a payment-in-kind dividend on previously acquired Series A-1.
- F3These securities are held of record by BioLexis. 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 BioLexis, 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.
- F4By 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 BioLexis 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. BioLexis 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.