FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ORAGENICS INC [ OGEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 02/02/2015 | G | 1,362,527 | D | $0.00 | 8,257,742 | I(1) | By KFLP | |||||||
Common Stock | 12/13/2015 | J | 1,208,000 | D | $0.00 | 7,049,742 | D(2)(3) | ||||||||
Common Stock | 12/13/2015 | J | 400,000 | A | $0.00 | 1,552,523 | D(4) | ||||||||
Common Stock | 12/13/2015 | J | 200,000 | A | $0.00 | 967,878 | D(5) | ||||||||
Common Stock | 12/13/2015 | J | 400,000 | A | $0.00 | 919,666 | D(6) | ||||||||
Common Stock | 12/13/2015 | J | 8,000 | A | $0.00 | 28,000 | I(7) | By Koski Manage-ment, Inc. | |||||||
Common Stock | 530,851 | I(8) | By Trusts |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Robert C. Koski gifted half of his Koski Family Limited Partnership ("KFLP") limited partnership interests constituting 16.5% of KFLP ownership interests in the shares, to five separate irrevocable trusts for the benefit of his children, for which Mr. Koski does not serve as trustee (the "RCK Irrevocable Trusts"). Mr. Koski disclaims beneficial ownership of the shares. |
2. Shares owned directly by KFLP. On December 13, 2015, the Koski Family Limited Partnership ("KFLP") distributed 1,208,000 shares of Oragenics, Inc. common stock to the KFLP's underlying general and limited partners on a pro rata basis in accordance with their ownership interests in the KFLP as follows: Beverly Koski (through Koski Management, Inc.) (8,000); Christine L. Koski 400,000); Thomas L. Koski (400,000); Robert C. Koski; (200,000); and the RCK Irrevocable Trusts (200,000) of which neither the KFLP nor any of its general partners serve as trustees. |
3. The shares are indirectly beneficially owned by each of the KFLP's general partners: Koski Management, Inc. (solely owned by Beverly Koski), Christine L. Koski, Robert C. Koski and Thomas L. Koski. Each reporting person disclaims beneficial ownership of all indirectly owned securities in excess of such reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner for purposes of Section 16 or any other purpose. |
4. Shares owned directly by Christine L. Koski, a director of the Company. |
5. Shares owned directly by Robert C. Koski, a director of the Company. |
6. Shares owned directly by Thomas L. Koski. |
7. Shares owned indirectly by Beverly Koski (through Koski Management, Inc.). |
8. Shares owned by trusts for Mr. Robert Koski's children of which Mr. Robert C. Koski serves as trustee. Such trusts are as follows: the Robert Clayton Koski Trust for the benefit of Anthony James Hunter (107,600 shares); the Robert Clayton Koski Trust for the benefit of Hunter Buchanan Koski (107,600 shares); the Robert Clayton Koski Trust for the benefit of Clayton Ward Bennett (100,000 shares); the Robert Clayton Koski Trust for the benefit of Robert Edward Koski (107,600 shares); and the Robert Clayton Koski Trust for the benefit of Elyse Margaux Koski (108,051 shares). Mr. Koski disclaims beneficial ownership of the shares held by the trusts except to the extent of any pecuniary interest. |
Remarks: |
/s/ Mark A. Catchur, as Attorney-in-Fact for CHRISTINE L. KOSKI, BEVERLY KOSKI, KOSKI FAMILY LIMITED PARTNERSHIP, ROBERT C. KOSKI AND THOMAS L. KOSKI | 02/11/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |