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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 0.73 | 12/24/2018 | H | 20,000 | 08/27/2010 | 08/27/2019 | Common Stock | 20,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 0.9 | 12/24/2018 | H | 1,000,000 | (6) | 09/20/2019 | Common Stock | 1,000,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.11 | 12/24/2018 | H | 20,000 | 09/24/2011 | 09/24/2020 | Common Stock | 20,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.28 | 12/24/2018 | H | 600,000 | (7) | 09/20/2019 | Common Stock | 600,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.79 | 12/24/2018 | H | 20,000 | 11/10/2012 | 11/10/2021 | Common Stock | 20,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 2.8 | 12/24/2018 | H | 750,000 | (8) | 09/20/2019 | Common Stock | 750,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.32 | 12/24/2018 | H | 50,000 | 09/28/2013 | 09/28/2022 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.4 | 12/24/2018 | H | 300,000 | (9) | 09/20/2019 | Common Stock | 300,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 1.46 | 12/24/2018 | H | 50,000 | 05/09/2014 | 05/09/2023 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 3.25 | 12/24/2018 | H | 400,000 | (10) | 09/20/2019 | Common Stock | 400,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 3.01 | 12/24/2018 | H | 50,000 | 06/25/2015 | 06/25/2024 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 4.25 | 12/24/2018 | H | 150,000 | (11) | 09/20/2019 | Common Stock | 150,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 3.38 | 12/24/2018 | H | 50,000 | 05/18/2016 | 05/18/2025 | Common Stock | 50,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 2.65 | 12/24/2018 | H | 100,000 | (12) | 09/20/2019 | Common Stock | 100,000 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $ 2.4 | 12/24/2018 | H | 50,000 | 05/18/2017 | 05/18/2026 | Common Stock | 50,000 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
Former 10% Owner | |||
Frost Nevada Investments Trust 4400 BISCAYNE BOULEVARD MIAMI, FL 33137 |
Former 10% Owner |
/s/ Phillip Frost, M.D. | 12/27/2018 | |
**Signature of Reporting Person | Date | |
/s/ Phillip Frost, M.D., Trustee | 12/27/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee and Frost Gamma, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of two limited partners of Frost Gamma, L.P. The general partner of Frost Gamma, L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation. |
(2) | The shares of common stock were repurchased by the issuer in a private transaction. |
(3) | These securities are held by Frost Nevada Investments Trust, of which the Reporting Person is the trustee and Frost-Nevada, L.P. is the sole and exclusive beneficiary. The Reporting Person is one of five limited partners of Frost-Nevada, L.P. and the sole shareholder of Frost-Nevada Corporation, the sole general partner of Frost-Nevada, L.P. |
(4) | The 8.00% Series A Cumulative Redeemable Preferred Stock is convertible into common stock at a non-fixed conversion rate in connection with a change of control as described in the issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 24, 2013. |
(5) | Dr. Frost received $3 million in the aggregate from the issuer in connection with the cancellation of the 3,610,000 stock options set forth in Table II to this Form 4. |
(6) | The options were granted on January 14, 2010 and vested in four equal annual installments beginning on January 14, 2011. |
(7) | The options were granted on March 2, 2011 and vested in four equal annual installments beginning on March 2, 2012. |
(8) | The options were granted on January 31, 2012 and vested in four equal annual installments beginning on January 31, 2013. |
(9) | The options were granted on January 28, 2013 and vested in four equal annual installments beginning on January 28, 2014. |
(10) | The options were granted on January 17, 2014 and vested in four equal annual installments beginning on January 17, 2015. |
(11) | The options were granted on January 20, 2015 and vested in three equal annual installments beginning on January 20, 2016. 50,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors. |
(12) | The options were granted on January 14, 2016 and vested in two equal annual installments beginning on January 14, 2017. 100,000 shares of the original option grant did not vest and were forfeited upon Dr. Frost's resignation from the board of directors. |