SEC Form 4 · accession 0000905148-18-000456
Aspira Women's Health Inc. · AWHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Henri George Schuler
10% Owner
Period of report
Apr 17, 2018
Accepted (ET)
Apr 19, 2018 · 4:22 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000926617
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1,F6 | Apr 17, 2018 | P | 654,136 | $1.00 | A | 3,551,157 | I | By Tanya Eva Schuler Trust |
| Common Stock, par value $0.001F2,F6 | Apr 17, 2018 | P | 654,136 | $1.00 | A | 3,551,157 | I | By Therese Heidi Schuler Trust |
| Common Stock, par value $0.001F3,F6 | Apr 17, 2018 | P | 145,365 | $1.00 | A | 985,368 | I | By Schuler GC 2010 Continuation Trust |
| Common Stock, par value $0.001F4,F6 | Apr 17, 2018 | P | 654,137 | $1.00 | A | 1,007,377 | I | By Schuler Grandchildren LLC |
| Common Stock, par value $0.001F5,F6 | holding | — | — | — | 141,304 | I | By Seascape Partners L.P. | |
| Common Stock, par value $0.001F6 | holding | — | — | — | 26,000 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Convertible Preferred Stock (Right to Buy)F1,F6,F7 | — | Apr 17, 2018 | P | 2,459 | A | — | — | Common Stock | 245,900 | 2,459 | I |
| Series B Convertible Preferred Stock (Right to Buy)F2,F6,F7 | — | Apr 17, 2018 | P | 2,458 | A | — | — | Common Stock | 245,800 | 2,458 | I |
| Series B Convertible Preferred Stock (Right to Buy)F3,F6,F7 | — | Apr 17, 2018 | P | 547 | A | — | — | Common Stock | 54,700 | 547 | I |
| Series B Convertible Preferred Stock (Right to Buy)F4,F6,F7 | — | Apr 17, 2018 | P | 2,458 | A | — | — | Common Stock | 245,800 | 2,458 | I |
Explanation of responses
- F1These shares of Common Stock ("Shares") and Series B Convertible Preferred Stock ("Preferred Stock") are directly owned by the Tanya Eva Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eva Schuler Trust.
- F2These Shares and Preferred Stock are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust.
- F3These Shares and Preferred Stock are directly owned by the Schuler GC 2010 Continuation Trust. H. George Schuler is the sole trustee of the Schuler GC 2010 Continuation Trust.
- F4These Shares and Preferred Stock are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC.
- F5These Shares are directly owned by Seascape Partners L.P., a family limited partnership. H. George Schuler is the manager of Seascape Partners L.P.
- F6The reporting person disclaims beneficial ownership of these Shares and Preferred Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F7Each share of Preferred Stock is initially convertible into 100 Shares automatically upon the Requisite Stockholder Approval (defined and described further in the Schedule 13D/A filed by the Reporting Person on April 19, 2018), subject to customary anti-dilution adjustments, reflecting an initial conversion price equal to $1.00 per share. The Preferred Stock has no expiration date.