SEC Form 4 · accession 0000921895-17-001277
Enveric Biosciences, Inc. · ENVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey E. Eberwein
Director · 10% Owner
Lone Star Value Investors LP
10% Owner
Lone Star Value Investors GP LLC
10% Owner
Lone Star Value Management LLC
10% Owner
Period of report
Apr 17, 2017
Accepted (ET)
May 3, 2017 · 6:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890821
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5 | Apr 17, 2017 | L | 170 | $6.51 | A | 83,278 | I | By: Separately Managed Account |
| Common StockF1,F5 | Apr 19, 2017 | L | 2 | $6.51 | A | 83,280 | I | By: Separately Managed Account |
| Common StockF1,F5 | Apr 21, 2017 | L | 23 | $6.51 | A | 83,303 | I | By: Separately Managed Account |
| Common StockF1,F5 | Apr 28, 2017 | L | 5 | $6.51 | A | 83,308 | I | By: Separately Managed Account |
| Common StockF6 | May 1, 2017 | M | 10,522 | — | A | 30,749 | D | |
| Common StockF7,F8 | May 1, 2017 | F | 3,683 | $6.59 | D | 27,066 | D | |
| Common StockF1,F2 | holding | — | — | — | 1,666,755 | I | By: Lone Star Value Investors, LP | |
| 9.00% Series A Cumulative Preferred StockF2 | holding | — | — | — | 363,611 | I | By: Lone Star Value Investors, LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF6 | — | May 1, 2017 | M | 10,522 | A | — | — | Common Stock | 10,522 | 0 | D |
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. Mr. Eberwein expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- 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.
- F4These small acquisitions on April 17, 2017, April 19, 2017, April 21, 2017, were 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.
- F6Represents restricted 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 on May 1, 2017, based on the terms of a RSU Agreement between the Issuer and the Reporting Person.
- F7Represents number of shares withheld by the Issuer for the payment of taxes. No shares of Common Stock were sold by the Reporting Person in connection with this transaction. The Reporting Person will retain the net number of shares issued upon the settlement of the RSUs.
- F8Closing market price of the Issuer's common stock on the transaction date.