Statement of Changes in Beneficial Ownership (4)
April 10 2017 - 5:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Velocitas Partners LLC
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2. Issuer Name
and
Ticker or Trading Symbol
ULURU Inc.
[
ULUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2113 DUCK HUNTER POINT
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2017
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(Street)
FLORENCE, SC 29501
(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)
_
X
_ Form filed by One Reporting Person
___ 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
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3/31/2017
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P
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13375000
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A
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(1)
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13375000
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Secured Convertible Promissory Note
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$0.04
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3/31/2017
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P
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500000
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3/31/2017
(2)
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2/27/2019
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Common Stock
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12500000
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$500000.00
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1000000
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D
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Warrant (Right to Buy)
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$0.04
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3/31/2017
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P
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57055057
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3/31/2017
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3/31/2027
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Common Stock
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57055057
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(3)
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57055057
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D
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Series B Convertible Preferred Stock
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(4)
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3/31/2017
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P
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1250
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(4)
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(4)
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Common Stock
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125000000
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$4000.00
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125000000
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I
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See Footnote
(5)
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Explanation of Responses:
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(1)
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The Reporting Person acquired shares of the Issuer's Common Stock in consideration for the assignment to the Issuer by an affiliate of the Reporting Person of certain distributor agreements that the entities related to the Reporting Person has entered into with third parties to distribute Altrazeal on an exclusive basis in certain markets.
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(2)
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The principal amount of, and accrued interest on, the Secured Convertible Promissory Note (the "Note") is convertible into shares of Common Stock of the Issuer at the conversion price: (i) at the option of the Reporting Person at any time; or (ii) automatically on February 27, 2019 (the "Maturity Date") unless an Event of Default (as defined in the Note) is occurring and continuing as of the Maturity Date.
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(3)
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The warrant was issued for no additional consideration in connection with the offer and sale of the Note on the same day.
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(4)
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Each share of Series B Convertible Preferred Stock has no expiration date and is currently convertible into 100,000 shares of the Issuer's common stock, provided that no holder of shares of Series B Preferred Stock shall be entitled to convert such share to the extent that the conversion of such share of Series B Preferred Stock would require the issuance of a number of shares of Common Stock of the Issuer that then exceed the number of authorized but unissued shares of Common Stock of the Issuer as of the date of such conversion.
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(5)
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The shares of Series B Convertible Preferred Stock were purchased by Velocitas I LLC, an affiliate of the Reporting Person. The Reporting Person is the sole member of Velocitas Manager LLC, the manager of Velocitas I LLC. As a result, the Reporting Person shares the power to vote, acquire, hold and dispose of the shares owned by the Velocitas I LLC. The Reporting Person disclaims beneficial ownership of the securities owned by Velocitas I LLC except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Velocitas Partners LLC
2113 DUCK HUNTER POINT
FLORENCE, SC 29501
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X
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Signatures
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/s/ Vaidehi Shah, Managing Member
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4/10/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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