SEC Form 4 · accession 0001213900-17-012851
SOLIGENIX, INC. · SNGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Essetifin SPA
Other
Paolo Cavazza
Other
Francesca Cavazza
Other
Silvia Cavazza
Other
Enrico Cavazza
Other
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000812796
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F6 | Nov 29, 2017 | S | 271,140 | $2.12 | D | 0 | I | Indirect |
| Common StockF1,F2,F3,F6 | Nov 29, 2017 | P | 271,140 | $2.12 | A | 271,140 | D | |
| Common StockF1,F4,F6 | Nov 29, 2017 | S | 5,954 | $2.12 | D | 0 | I | Indirect |
| Common StockF1,F4,F6 | Nov 29, 2017 | P | 5,954 | $2.12 | A | 277,094 | D | |
| Common StockF1,F5,F6 | Nov 29, 2017 | S | 16,416 | $2.12 | D | 0 | I | Indirect |
| Common StockF1,F5,F6 | Nov 29, 2017 | P | 16,416 | $2.12 | A | 293,510 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Effective October 7, 2016, the issuer completed a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-10, whereby every 10 shares of its common stock were exchanged for one share of its common stock (the "Reverse Stock Split"). These shares have been adjusted to reflect the Reverse Stock Split.
- F2This Form 4 reflects the transfer of shares of common stock by each of (i) Leadiant Biosciences, Inc., formerly Sigma Tau Pharmaceuticals Inc., a Nevada corporation ("LBI"); (ii) Paolo Cavazza; and (iii) Sinaf S.A., a Luxembourg corporation ("Sinaf"), to Essetifin S.p.A., formerly Sigma Tau Finanziaria S.p.A., an Italian corporation ("Essetifin"). Each transaction is reported as a disposition by the respective seller and an acquisition of the same amount of shares by Essetifin. After giving effect to these transactions, Essetifin beneficially owns an aggregate of 293,510 shares of common stock of the issuer.
- F3Sold by LBI and purchased by Essetifin pursuant to a purchase agreement by and between Essetifin and LBI. Each of Essetifin and Paolo Cavazza previously reported indirect ownership of such shares due to their respective ownership interests in LBI. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin. After the purchase of these shares by Essetifin, LBI no longer directly holds common stock of the issuer. LBI directly owns warrants to purchase shares of the issuer's common stock.
- F4Sold by Paolo Cavazza and purchased by Essetifin pursuant to a purchase agreement by and between Essetifin and Paolo Cavazza. Paolo Cavazza previously reported direct ownership of such shares and continues to have an indirect interest through his ownership interest in Essetifin.
- F5Sold by Sinaf and purchased by Essetifin S.p.A., an Italian corporation ("Essetifin"), pursuant to a purchase agreement by and between Essetifin and Sinaf. Paolo Cavazza previously reported indirect ownership of such shares due to his ownership interests in Sinaf, which is a directly wholly-owned subsidiary of Aptafin S.p.A., which is owned indirectly by Paolo Cavazza and members of his family. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin.
- F6Dispositive power over the shares of common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of common stock held by Essetifin except to the extent of any pecuniary interest therein.
Remarks
Exhibit List: Exhibit 24.1 - Power of Attorney; Exhibit 99.1 - Joint Filers' Signatures