SEC Form 4 · accession 0001042167-16-000291
VERU INC. · VERU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David R Bethune
Director
Period of report
Oct 31, 2016
Accepted (ET)
Nov 2, 2016 · 1:46 pm EDT
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 Stock, par value $.01 per share | Oct 31, 2016 | A | 140,000 | $0.00 | A | 389,115 | D | |
| Common Stock, par value $.01 per shareF1 | Oct 31, 2016 | M | 16,667 | — | A | 405,782 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right to Receive Common StockF1 | — | Oct 31, 2016 | M | 16,667 | A | Oct 31, 2016 | Oct 31, 2016 | Common Stock | 16,667 | 0 | D |
| Common Stock Option | $0.95 | Oct 31, 2016 | A | 140,000 | A | Oct 31, 2017 | Oct 31, 2026 | Common Stock | 140,000 | 140,000 | D |
| Restricted Stock UnitsF2 | — | Oct 31, 2016 | A | 140,000 | A | Oct 31, 2018 | Oct 31, 2018 | Common Stock | 140,000 | 280,000 | D |
| Stock Appreciation RightsF3 | $0.95 | Oct 31, 2016 | A | 140,000 | A | Oct 31, 2018 | Oct 31, 2026 | Common Stock | 140,000 | 420,000 | D |
Explanation of responses
- F1The reporting person had the right to receive at his election either 16,667 shares of FHCO common stock or cash based on the market value of 16,667 shares of FHCO common stock as of October 31, 2016, which was $0.95 per share. The reporting person elected to receive 16,667 shares of FHCO common stock.
- F2The reporting person has the right to receive 140,000 shares of FHCO common stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such awards will be settled in cash based on the fair market value of FHCO common stock on the vesting date.
- F3The stock appreciation rights will be settled in stock if, prior to the second anniversary of the date of grant, FHCO receives shareholder approval under NASDAQ Rule 5635(c) to (i) increase the number of authorized shares under the 2008 Stock Incentive Plan sufficient to issue such shares or (ii) adopt a new plan under which such shares would be issued. If such approval is not received by such date, such rights will be settled in cash based on the fair market value of FHCO common stock on the exercise date.