SEC Form 4/A · accession 0001019056-17-000276
VBI VACCINES INC. · VBIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Dec 6, 2016
Accepted (ET)
Mar 9, 2017 · 1:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000704159
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 6, 2016 | P | 3,383,955 | $3.05 | A | 6,245,725 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF1,F2,F3 | $4.13 | Dec 6, 2016 | P | 363,771 | A | Dec 6, 2016 | Dec 6, 2021 | Common Stock | 363,771 | 727,542 | I |
| WarrantF1,F2,F3 | $3.355 | Dec 6, 2016 | P | 1,341,282 | A | Dec 6, 2016 | Dec 6, 2021 | Common Stock | 1,341,282 | 2,068,824 | I |
Explanation of responses
- F1This Form 4/A is being filed by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC (the "Advisor") and Joseph Edelman. The Advisor serves as the investment manager of Master Fund. Mr. Edelman is the managing member of the Advisor. This transaction reflects the purchase of common stock and warrants of the issuer in a private placement from the issuer. The previous Form 4 misstated the securities held by the Master Fund.
- F2This amount reported in Table I reflects the amount of securities held by the Master Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Master Fund is reported herein. The amount reported in Table II reflects the amount of securities held by Perceptive Credit Holdings, LP (the "Credit Fund). In accordance with Instruction 5(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Credit Fund is reported herein.
- F3Edelman is the control person of the general partner of the Credit Fund. Each of Mr. Edelman and the Advisor disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either Mr. Edelman or the Advisor is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.