SEC Form 4 · accession 0000921895-17-002520
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 Co-Invest I, LP
10% Owner
Lone Star Value Management LLC
10% Owner
Period of report
Sep 11, 2017
Accepted (ET)
Oct 31, 2017 · 8:35 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 StockF1,F4,F2 | Sep 11, 2017 | J | 10,277 | $50.00 | A | 383,985 | I | By: Lone Star Value Investors, LP |
| Common StockF1,F7 | Oct 26, 2017 | L | 3 | $6.25 | A | 10,107 | I | By: Lone Star Value Co-Invest I, LP |
| Common StockF1,F7 | Oct 27, 2017 | P | 2,500 | $6.50 | A | 12,607 | I | By: Lone Star Value Co-Invest I, LP |
| Common StockF1,F7 | Oct 30, 2017 | P | 1,303 | $6.4994 | A | 13,910 | I | By: Lone Star Value Co-Invest I, LP |
| Common StockF1,F2 | holding | — | — | — | 2,872,592 | I | By: Lone Star Value Investors, LP | |
| Common StockF1,F3 | holding | — | — | — | 83,308 | I | By: Separately Managed Account | |
| Common StockF1 | holding | — | — | — | 27,066 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Lone Star Value Investors, LP ("Lone Star Value Investors"), Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"), 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.
- F5The 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 Co-Invest on May 31, 2017.
- F6This small acquisition on October 26, 2017, was exempted from contemporaneous filing of a separate Form 4 pursuant to Rule 16a-6.
- F7Securities owned directly by Lone Star Value Co-Invest. Lone Star Value GP, as the general partner of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Lone Star Value Management, as the investment manager of Lone Star Value Co-Invest, may be deemed the beneficial owner of the securities owned by Lone Star Value Co-Invest. Mr. Eberwein, as the sole investor and sole owner of Lone Star Value Co-Invest, 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 Co-Invest.