SEC Form 4 · accession 0001140361-15-012452
Apyx Medical Corp · APYX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Mar 17, 2015
Accepted (ET)
Mar 18, 2015 · 3:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000719135
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 17, 2015 | A | 480,000 | $2.50 | A | 480,000 | I | See footnote 1 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred StockF2 | — | Mar 17, 2015 | A | 3,588,139 | A | — | — | Common Stock | 7,176,278 | 3,588,139 | I |
| Series A Convertible Preferred StockF2 | — | Mar 17, 2015 | D | 3,500,000 | A | — | — | Common Stock | 3,500,000 | 0 | I |
| Common Stock Warrants (right to buy)F2 | — | Mar 17, 2015 | D | 5,250,000 | A | — | — | Common Stock | 5,250,000 | 0 | I |
Explanation of responses
- F1The amounts shown represent the beneficial ownership of the issuer's securities by funds and certain managed accounts managed by Great Point Partners LLC (the "GPP Investors"), which may be deemed attributable to Mr. Sheffield. Mr. Sheffield serves as a director of the issuer as a representative of Great Point Partners LLC acting on behalf of the GPP Investors, and accordingly Great Point Partners LLC and the GPP Investors may be deemed to be a director by deputization. Great Point Partners, LLC and Mr. Sheffield each disclaim beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F2On March 17, 2015, the GPP Investors acquired 3,588,139 shares of Series B Preferred Convertible Stock in exchange for 3,500,000 shares of Series A 6% Convertible Preferred Stock and warrants to purchase up to 5,250,000 shares of the registrant's common stock. The Series B Convertible Preferred Stock is convertible at the option of the holder into shares of the registrant's common stock at a conversion ratio of one (1) share of Series B Convertible Preferred Stock to two (2) shares of common stock, subject to adjustments for stock dividends, splits, combinations and similar events.