FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WaferGen Bio-systems, Inc. [ WGBS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2013 | ||||||||||||||||||||||||||
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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/27/2013 | A | 112,349 | A | (2) | 138,645 | I | By Shivji Family Trust dtd June 12, 2000 | ||
Common Stock | 08/27/2013 | A | 50,000 | A | (5) | 188,645 | I | By Shivji Family Trust dtd June 12, 2000 | ||
Common Stock | 487 | I | By Jameel Shivji Irrevocable Trust U/A dtd 12/30/04 | |||||||
Common Stock | 487 | I | By Shivji Children's Trust fbo Zara Shivji U/A dtd 11/30/00 | |||||||
Common Stock | 487 | I | By Shivji Children's Trust fbo Suraya Shivji U/A dtd 11/30/00 | |||||||
Common Stock | 25,703 | D |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A-1 Convertible Preferred Stock | (1)(6) | 08/27/2013 | D | 38,461.54 | (1) | (1) | Common Stock | 3,870 | (2) | 0 | I | By Shivji Family Trust dtd June 12, 2000 | |||
Common Stock Warrant (right to buy) | $61.62 | 08/27/2013 | D | 7,400 | (3) | (3) | Common Stock | 7,400 | (2) | 0 | I | By Shivji Family Trust dtd June 12, 2000 | |||
Convertible Promissory Note due 11/27/2014 | $56.65 | 08/27/2013 | D | $223,697 | (4) | (4) | Common Stock | 3,949 | (2) | 0 | I | By Shivji Family Trust dtd June 12, 2000 | |||
Common Stock Warrant (right to buy) | $2.6 | 08/27/2013 | A | 31,108 | 08/27/2013 | 08/27/2018 | Common Stock | 31,108 | (2) | 31,108 | I | By Shivji Family Trust dtd June 12, 2000 | |||
Common Stock Warrant (right to buy) | $2.6 | 08/27/2013 | A | 25,000 | 08/27/2013 | 08/27/2018 | Common Stock | 25,000 | (5) | 25,000 | I | By Shivji Family Trust dtd June 12, 2000 |
Explanation of Responses: |
1. The securities were convertible into common stock at any time following their issuance on May 27, 2011, on a 9.939-for-1 basis, and had no expiration date. |
2. The Shivji Family Trust dated June 12, 2000 disposed of 38,461.54 shares of Series A-1 convertible preferred stock, 7,400 common stock warrants and a convertible promissory note with a principal amount of $223,697, including accrued interest, in exchange for 112,349 shares of common stock and 31,108 common stock warrants in an issuer exchange transaction. |
3. The securities were convertible into common stock at any time following their issuance on May 27, 2011, until their expiry five years thereafter. |
4. The principal amount of the security includes interest earned from their issuance on May 27, 2011, up until August 27, 2013, and was convertible into Series A-2 convertible preferred stock, in whole or in part, at any time following their issuance, from time to time, with no expiration date. Each share of Series A-2 convertible preferred stock was convertible into common stock at any time on a 9.939-for-1 basis, with no expiration date. |
5. The reported securities are included within 2.0 Units acquired by the Shivji Family Trust dated June 12, 2000 from the issuer in a private placement for $50,000 per Unit. Each Unit consists of twenty five thousand (25,000) shares of common stock and twelve thousand five hundred (12,500) warrants to purchase one share of common stock. |
6. On August 27, 2013, the common stock of WaferGen Bio-systems, Inc. was subject to a 1-for-99.39 reverse split. All dispositions, acquisitions and conversion ratios are recorded on a post-split basis. |
Remarks: |
/s/ Alnoor Shivji | 08/29/2013 | |
** 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. |