SEC Form 4 · accession 0000899243-16-015917
MILESTONE SCIENTIFIC INC. · MLSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Giandomenico Trombetta
Director · 10% Owner
Period of report
Feb 4, 2016
Accepted (ET)
Mar 14, 2016 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000855683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, Par Value $0.001F1 | Feb 4, 2016 | A | 66,390 | — | A | 66,390 | D | |
| Common Stock, Par Value $0.001F2 | holding | — | — | — | 2,000,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to purchase common stockF1,F3 | $1.89 | Feb 4, 2016 | A | 132,780 | A | Feb 4, 2016 | Feb 4, 2021 | Common Stock | 132,780 | 132,780 | D |
| Series A Convertible Preferred Stock, Par Value $0.001F2,F4 | — | holding | — | — | — | — | — | Common Stock | — | 7,000 | I |
Explanation of responses
- F1Not applicable.
- F2These shares are held directly by BP4 S.r.l. Innovest S.p.A. is the controlling shareholder of BP4 S.r.l. Mr. Trombetta is a shareholder and director of each of BP4 S.r.l. and Innovest S.p.A., and may be deemed to have voting and investment power over the securities held by BP4 S.r.l. Mr. Trombetta disclaims beneficial ownership of all securities held by BP4 S.r.l., except to the extent of his pecuniary interest therein, if any.
- F3These options are exercisable as follows: (i) for 44,260 shares on the date of grant (2-4-16) and (ii) for an additional 1/3 of the 88,520 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.
- F4Each share of Series A Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value"), and is initially convertible at any time at the holder's election into such number of shares of Common Stock determined by dividing the Stated Value by $2.545 and, if not earlier converted, is mandatorily convertible into Common Stock at the end of five years at $2.545 per share, or $1.50 per share if certain conditions have not been met, all subject to anti-dilution adjustments.