Statement of Changes in Beneficial Ownership (4)
January 31 2022 - 6:03PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KOTLER KEVIN |
2. Issuer Name and Ticker or Trading Symbol
BIODELIVERY SCIENCES INTERNATIONAL INC
[
BDSI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
200 BROADHOLLOW ROAD, SUITE 207, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2022 |
(Street)
MELVILLE, NY 11747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/27/2022 | | M | | 7684 | A | $0 (1) | 5166173 | I | See footnote (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (right to buy) | $3.66 (4) | 1/27/2022 | | A (5) | | 85760 | | (5) | 1/26/2032 | Common Stock | 85760.0 | $0 | 85760 | I | See footnote (2)(3) |
Restricted Stock Units | $0.0 | 1/27/2022 | | A (1) | | 15369 | | (1) | 1/27/2023 | Common Stock | 15369.0 | $0 | 15369 | I | See footnote (2)(3) |
Restricted Stock Units | $0.0 | 1/27/2022 | | M | | | 7684 | (1) | 1/27/2023 | Common Stock | 7684.0 | $0 | 7685 | I | See footnote (2)(3) |
Explanation of Responses: |
(1) | The Restricted Stock Units ("RSUs") were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Issuer's 2019 Stock Option Incentive Plan ("the Plan"). The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023. |
(2) | 4,400,689 shares of Common Stock are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Broadfin Healthcare Master Fund, Ltd., Broadfin Capital, LLC, and Kevin Kotler affirmatively (i) disclaim beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of1934, as amended (the "Act") or any other purpose, except to the extent of their pecuniary interest therein, and (iii) disclaim being a "group" for purposes of Section 16. |
(3) | 765,484 shares of Common Stock are held in the account of Broadfin Holdings, LLC., a private investment fund, and are deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Holdings, LLC. |
(4) | The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on January 27, 2022. |
(5) | The stock options were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Plan. The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KOTLER KEVIN 200 BROADHOLLOW ROAD, SUITE 207 MELVILLE, NY 11747 | X |
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Broadfin Capital, LLC 200 BROADHOLLOW ROAD, SUITE 207 MELVILLE, NY 11747 | X |
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Broadfin Healthcare Master Fund Ltd 20 GENESIS CLOSE ANSBACHER HOUSE, SECOND FLOOR, P.O. BOX 1344 GRAND CAYMAN KY1-1108, E9 | X |
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Signatures
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BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member | | 1/31/2022 |
**Signature of Reporting Person | Date |
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