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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
Warrant | $ 1 | 02/05/2018 | P | 5,333,333 | 02/05/2018 | 12/31/2020 | Common Stock | 5,333,333 | $ 0.75 | 5,333,333 | I | See Footnotes (1) (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARDSLEY ADVISORY PARTNERS 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | See Footnote (1) | ||
ARDSLEY PARTNERS I 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | |||
HEMPLEMAN PHILIP J 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | |||
Ardsley Partners Renewable Energy Fund, L.P. 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | |||
Ardsley Partners Fund II, L.P. 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | |||
Ardsley Partners Advanced Healthcare Fund, L.P. 262 HARBOR DRIVE STAMFORD, CT 06902 |
X | |||
Ardsley Duckdive Fund, L.P. 262 HARBOR DRIVE STAMFORD, CT 06902 |
X |
/s/ Steve Napoli, Partner | 02/05/2018 | |
**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) | This Form 4 is being filed by Ardsley Advisory Partners (the "Advisor") on behalf of itself and Ardsley Partners I (the "General Partner"), Ardsley Partners Renewable Energy Fund, L.P. (the "Renewable Energy Fund"). Ardsley Partners Advanced Healthcare Fund, L.P. (the "Advanced Healthcare Fund"), Ardsley Partners Fund II, L.P. (the "Fund II"), Ardsley Duckdive Fund, L.P. (the "Duckdive Fund"), and Philip J. Hempleman ("Hempleman" and, together with the Advisor, the General Partner, the Renewable Energy Fund, the Advanced Healthcare Fund, the Fund II and the Duckdive Fund, the "Reporting Persons"). The General Partner serves as general partner to the Renewable Energy Fund, the Advanced Healthcare Fund and the Fund II. Hempleman is the Managing Partner of the Advisor and the General Partner and serves as the general partner to the Duckdive Fund. |
(2) | This Form 4 is being filed as a result of a securities purchase agreement between the Issuer and the Renewable Energy Fund in which the Renewable Energy Fund acquired 6,666,667 shares of the common stock of the Issuer and 5,333,333 warrants convertible into shares of common stock of the issuer. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by the Reporting Persons is reported herein. Each of the General Partner, the Advisor and Hempleman, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the General Partner and the Advisor are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Footnote (2) continued in Footnote (3). |
(3) | Footnote (3) continued from Footnote (2). Hempleman is the Managing Partner of the General Partner and the Advisor and serves as the general partner to the Duckdive Fund and disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that Hempleman is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |