SEC Form 4 · accession 0000921895-17-000099

Enveric Biosciences, Inc. · ENVB

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Investors GP, LLC ("Lone Star Value GP"), Lone Star Value Management, LLC ("Lone Star Value Management") and Jeffrey E. Eberwein (collectively, the "Reporting Persons"). Mr. Eberwein is a director of the Issuer and each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• F2Securities owned directly by Lone Star Value Investors. Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Lone Star Value Management, as the investment manager of Lone Star Value Investors, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors. Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the securities owned by Lone Star Value Investors.
• F3The purchase of the shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by Lone Star Value Management on behalf of Lone Star Value Investors and a certain managed account on March 17, 2016.
• F4This small acquisition on January 20, 2017, was exempted from contemporaneous filing of a separate Form 4 pursuant to Rule 16a-6.
• F5Shares held in an account separately managed by Lone Star Value Management (the "Separately Managed Account I"). Lone Star Value Management, as the investment manager of the Separately Managed Account I, may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I; and Jeffrey Eberwein, as the sole member of Lone Star Value Management may be deemed to beneficially own the shares of Common Stock held in the Separately Managed Account I for purposes of Section 16. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
• F6As previously disclosed in filings with the Securities and Exchange Commission, represents stock units ("RSUs") granted as incentive compensation pursuant to the Issuer's 2015 Equity Incentive Award Plan. Each RSU represents the right to receive, at settlement, one share of the Issuer's common stock. The RSUs vested in full based on the terms of a Restricted Stock Unit Agreement between the Issuer and the Reporting Person.
• F7On January 24, 2017, 20,227 shares of the Issuer's common stock were issued in settlement of the RSUs described in footnote (6) above.