SEC Form 3 · accession 0001213900-18-017868
WINDTREE THERAPEUTICS INC /DE/ · WINT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
China Cardiovascular Focus Ltd
10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 4:26 pm EST
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,F2 | holding | — | — | — | 8,063,861 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to an Agreement and Plan of Merger dated as of December 21st, 2018 (the "Merger Agreement") entered into by and among the Issuer, WT Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of the Issuer, and CVie Investments Limited (the "Merger Parties"), Merger Sub merged with and into CVie, with CVie becoming the sole surviving entity as a wholly owned subsidiary of the Issuer (the "Merger"). Under the terms of the Merger Agreement, the Issuer issued Common Stock to CVie's former shareholders, at an exchange ratio of 0.3512 share of Common Stock for each share of CVie outstanding shares prior to the Merger, resulting in the issuance of 16,265,060 shares of Common Stock in exchange for the shares of CVie. The Merger closed on December 21, 2018. China Cardiovascular Focus Limited ("CCF"), as a 49.58% owner of CVie prior to the Merger, received 8,063,861 shares of Common Stock in connection with the Merger. CCF beneficially owns 8,063,861 shares of Common Stock.
- F2The shares are directly held by CCF and indirectly held by Lee's Pharmaceutical International Limited, which wholly owns CCF.