SEC Form 4 · accession 0001213900-18-004124
WINDTREE THERAPEUTICS INC /DE/ · WINT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lee's Pharmaceutical Holdings Ltd
10% Owner
Period of report
Apr 4, 2018
Accepted (ET)
Apr 6, 2018 · 1:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000946486
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 4, 2018 | P | 541,667 | $4.80 | A | 2,853,271 | I | By Subsidiary |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C WarrantsF2,F1 | $5.52 | Apr 4, 2018 | P | 135,417 | A | Oct 4, 2018 | Apr 4, 2025 | Common Stock | 135,417 | 135,417 | I |
Explanation of responses
- F1Pursuant to a Securities Purchase Agreement dated March 30, 2018, LPH II Investments Limited ("LPH II"), a wholly owned subsidiary of the Reporting Person, acquired 541,667 shares of common stock of the Issuer ("Common Stock") and 135,417 Series C Warrants to purchase Common Stock of the Issuer ("Warrants") for an aggregate purchase price of $2,600,000, as reported in Table I and II of this Form 4 respectively. As a result of the foregoing purchase, LPH II beneficially owns (i) 541,667 shares of Common Stock and (ii) 135,417 shares of Common Stock issuable upon exercise of the Warrants.
- F2The shares of Common Stock issuable upon exercise of the Warrants are initially subject to a beneficial ownership limitation (the "Beneficial Ownership Limitation") of 9.99%. Upon notice to the Issuer, LPH II may decrease or thereafter increase the Beneficial Ownership Limitation applicable to the Warrants. Any such change in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Issuer. Because LPH II's beneficial ownership of Common Stock (without giving effect to the exercise of the Warrants into Common Stock) has exceeded the current Beneficial Ownership Limitation of 9.99%, the Warrants beneficially owned by LPH II are not currently exercisable without amending the Beneficial Ownership Limitation.