SEC Form 3/A · accession 0000899243-16-034999
VERU INC. · VERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 3/A). It replaces an earlier filing for the same period.
Period of report
Oct 31, 2016
Accepted (ET)
Dec 6, 2016 · 5:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000863894
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 54,504 | D | ||
| Common StockF2 | holding | — | — | — | 606,536 | I | By K&H Fisch Family Partners, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Preferred Stock - Series 4F3,F4,F5 | — | holding | — | — | — | — | — | Common Stock | 486,640 | — | D |
| Class A Preferred Stock - Series 4F2,F3,F4 | — | holding | — | — | — | — | — | Common Stock | 6,632,560 | — | I |
Explanation of responses
- F1Includes 45,112 shares of Common Stock held jointly by Dr. Fisch and his spouse.
- F2The securities are held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager. Dr. Fisch disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that Dr. Fisch is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F3Each share of Class A Preferred Stock - Series 4 will automatically convert into 40 shares of Common Stock of the Issuer upon receipt by the Issuer of approval by the affirmative vote of the holders of the Issuer's capital stock by the required vote under the Wisconsin Business Corporation Law and the NASDAQ listing rules, as applicable, of (i) an amendment to the Issuer's Amended and Restated Articles of Incorporation to increase the total number of authorized shares of Common Stock by a sufficient amount to permit such conversion and (ii) the conversion of the Class A Preferred Stock - Series 4 pursuant to applicable NASDAQ rules.
- F4The Class A Preferred Stock - Series 4 has no expiration date.
- F5Includes 383,960 shares of Common Stock issuable upon the conversion of 9,599 shares of Class A Preferred Stock - Series 4 held jointly by Dr. Fisch and his spouse.
Remarks
Exhibit List Exhibit 99.1 - Joint Filer Information