SEC Form 4 · accession 0000921895-18-000528
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
Dec 29, 2017
Accepted (ET)
Feb 12, 2018 · 8:13 pm EST
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 | Feb 9, 2018 | J | 10,113 | — | A | 47,164 | D | |
| 9.00% Series A Cumulative Preferred StockF2,F6,F5 | Dec 29, 2017 | J | 21,410 | $50.00 | A | 405,395 | I | By: Lone Star Value Investors, LP |
| Common StockF2,F3 | holding | — | — | — | 83,308 | I | By: Separately Managed Account | |
| Common StockF2,F4 | holding | — | — | — | 13,910 | I | By: Lone Star Value Co-Invest I, LP | |
| Common StockF2,F5 | holding | — | — | — | 2,972,592 | I | By: Lone Star Value Investors, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares granted to the Reporting Person by the Issuer pursuant to the Issuer's 2015 Equity Incentive Award Plan in connection with the resolution of 2017 directors' fee payments owed by the Issuer to the Reporting Person.
- F2This 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.
- 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.
- F4Securities 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 ValueCo-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.
- F5Securities 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.
- F6Represents preferred stock shares issued as a dividend payment on the preferred stock in accordance with the Certificate of Designation. Notice of this issuance was provided to the Reporting Person on February 12, 2018.