SEC Form 4 · accession 0001437749-17-001562

MILESTONE SCIENTIFIC INC. · MLSS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — See Remarks. · Director

Period of report

Jan 25, 2017

Accepted (ET)

Feb 2, 2017 · 6:01 pm EST

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 $0.001^F1,F5	Jan 25, 2017	A	49,689	—	A	116,079	D
Common Stock, Par Value $0.001^F2	holding	—	—		—	3,000,000	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options to purchase common stock^F1,F6	$1.61	Jan 25, 2017	A	99,378	A	Jan 25, 2017	Jan 25, 2022	Common Stock	99,378	99,378	D
Options to purchase common stock^F3	$1.89	holding	—	—	—	Feb 4, 2016	Feb 4, 2021	Common Stock	132,780	132,780	D
Series A Convertible Preferred Stock, Par Value $0.001^F2,F4	—	holding	—	—	—	—	—	Common Stock	—	7,000	I

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.
F5All of these shares are issuable to the reporting person at the termination of employment.
F6These options are exercisable as follows: (i) for 33,126 shares on the date of grant (1-25-17) and (ii) for an additional 1/3 of the 66,252 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.

President & CEO of Issuer's dental division.