SEC Form 4 · accession 0000921895-17-001621
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
May 19, 2017
Accepted (ET)
May 23, 2017 · 6:21 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 |
|---|---|---|---|---|---|---|---|---|
| 9.00% Series A Cumulative Preferred StockF4,F2 | May 19, 2017 | J | 10,097 | $50.00 | A | 373,708 | I | By: Lone Star Value Investors, LP |
| Common StockF5,F6 | May 19, 2017 | M | 6,839 | — | A | 27,066 | D | |
| Common StockF1,F2 | holding | — | — | — | 1,666,755 | I | By: Lone Star Value Investors, LP | |
| Common StockF1,F3 | holding | — | — | — | 83,308 | I | By: Separately Managed Account |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5,F6 | — | May 19, 2017 | M | 6,839 | A | — | — | Common Stock | 6,839 | 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.
- F3Shares 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.
- F4Represents preferred stock shares issued as a dividend payment on the preferred stock in accordance with the Certificate of Designation.
- F5As 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.
- F6On May 19, 2017, 6,839 shares of the Issuer's common stock were issued in settlement of the RSUs described in footnote (5) above.