SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
Victory Park GP, LLC

(Last) (First) (Middle)
C/O VICTORY PARK CAPITAL ADVISORS, LLC
227 WEST MONROE STREET, SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2012
3. Issuer Name and Ticker or Trading Symbol
UNIGENE LABORATORIES INC [ UGNE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,844,497(1) I(2) See Footnote(2)
Common Stock 4,302,967(1) I(3) See Footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Secured Convertible Note 03/17/2011 03/17/2013(4) Common Stock (1)(5) $0.7(5) I(2) See Footnote(2)
Senior Secured Convertible Note 03/17/2011 03/17/2013(4) Common Stock (1)(5) $0.7(5) I(3) See Footnote(3)
1. Name and Address of Reporting Person*
Victory Park GP, LLC

(Last) (First) (Middle)
C/O VICTORY PARK CAPITAL ADVISORS, LLC
227 WEST MONROE STREET, SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VICTORY PARK CREDIT OPPORTUNITIES LP

(Last) (First) (Middle)
C/O VICTORY PARK CAPITAL ADVISORS, LLC
227 WEST MONROE STREET, SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Victory Park Credit Opportunities Intermediate Fund, L.P.

(Last) (First) (Middle)
C/O VICTORY PARK CAPITAL ADVISORS, LLC
227 WEST MONROE STREET, SUITE 3900

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Estimated as set forth on Exhibit 99.1 hereto, which is incorporated herein by reference. As further described on Exhibit 99.1, effective as of July 16, 2012, Victory Park Credit Opportunities Master Fund, Ltd. ("Master Fund") distributed (i) a portion of the Senior Secured Convertible Note and shares of Common Stock of the Issuer held by Master Fund to Victory Park Credit Opportunities, L.P. ("Delaware Fund") and (ii) the remaining portion of the Senior Secured Convertible Note and shares of Common Stock of the Issuer held by Master Fund to Victory Park Credit Opportunities Intermediate Fund, L.P. ("Cayman Fund"), in exchange for all of the shares of Master Fund owned by Delaware Fund and Cayman Fund, respectively.
2. Directly by Delaware Fund and indirectly by Victory Park, GP, LLC ("GP"), as the general partner of Delaware Fund. GP disclaims beneficial ownership of the shares of Common Stock and the Senior Secured Convertible Notes except to the extent of its pecuniary interest therein.
3. Directly by Cayman Fund and indirectly by GP, as the general partner of Cayman Fund. GP disclaims beneficial ownership of the shares of Common Stock and the Senior Secured Convertible Notes except to the extent of its pecuniary interest therein.
4. The maturity date of the Senior Secured Convertible Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the Senior Secured Convertible Note becomes due and payable pursuant to the terms of the Senior Secured Convertible Note.
5. The conversion rate, which is subject to adjustment as set forth in the Senior Secured Convertible Note, is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share. The Senior Secured Convertible Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest was capitalized and added to the outstanding principal balance of the Senior Secured Convertible Note on each of March 17, 2011 and March 17, 2012.
Remarks:
See Exhibit 99.1 - Explanation of Responses
/s/ Richard Levy 07/18/2012
** 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 5 (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).
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