SEC Form 4/A · accession 0001213900-18-017870
WINDTREE THERAPEUTICS INC /DE/ · WINT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
LPH II Investments Ltd
10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 4:28 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 | Dec 21, 2018 | P | 1,810,938 | $3.31 | A | 2,352,605 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series F WarrantsF2 | $3.68 | Dec 21, 2018 | P | 307,859 | A | Dec 24, 2018 | May 24, 2020 | Common Stock | 307,859 | 1,040,886 | D |
| Series G WarrantsF2 | $4.05 | Dec 21, 2018 | P | 597,610 | A | Dec 24, 2018 | Dec 24, 2023 | Common Stock | 597,610 | 1,040,886 | D |
Explanation of responses
- F1On December 22, 2017, the Issuer effected a 1-20 reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split.
- F2Effective December 21, 2018 the Issuer entered into a Securities Purchase Agreement with certain investors ("Investors") (the "Financing") whereby LPH II Investments Limited ("LPH II"), a wholly owned subsidiary of the Reporting Person, converted $6.0 million of existing debt obligations in the Financing on the same terms as the Investors. The Issuer issued and LPH II received (i) 1,810,938 shares of Common Stock (ii) 307,859 Series F Warrants to purchase 307,859 shares of Common Stock at an exercise price of $3.68 per share and (iii) 597,610 Series G Warrants (with the Series F Warrants the "Financing Warrants") to purchase 597,610 shares of Common Stock at an exercise price of $4.05 per share. Accordingly, LPH II is deemed to beneficially own (i)1,810,938 shares of Common Stock (ii) 307,859 shares of Common Stock issuable upon exercise of the Series F Warrants and (iii) 597,610 shares of Common Stock issuable upon exercise of the Series G Warrants.