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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
ASSURED PHARMACY, INC. [ APHY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 | 07/17/2014 | J(1) | 480,760 | A | (1) | 1,346,026 | I(3)(2) | By Pinewood Trading Fund, LP | ||
Common Stock | 65,000 | D(4) | ||||||||
Common Stock | 8,987 | I(4) | By IRA |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 B Preferred Stock | $0.9(5) | (6) | (6) | Common Stock | 667,200 | 667,200 | I(3) | By Pinewood Trading Fund, LP | |||||||
Common Stock Warrants | $0.9(5) | 11/30/2011 | 11/30/2016 | Common Stock | 80,640 | 80,640 | I(3) | By Pinewood Trading Fund, LP | |||||||
16% Convertible Debentures | $0.9(5) | 11/30/2011 | 05/30/2014 | Common Stock | 56,000 | 56,000 | I(3) | By Pinewood Trading Fund, LP | |||||||
Common Stock Warrants | $0.9 | 02/05/2013 | 02/05/2016 | Common Stock | 769,230 | 769,230 | I(3) | By Pinewood Trading Fund, LP | |||||||
Series D Preferred Stock | $0.5 | 11/19/2013 | P | 1,000 | (6) | (6) | Common Stock | 2,000,000 | (7) | 1,000(7) | I(3) | By Pinewood Trading Fund, LP | |||
Series D Preferred Stock | $0.5 | 07/17/2014 | J(8) | 800 | (6) | (6) | Common Stock | 1,600,000 | (7) | 1,800(7) | I(3) | By Pinewood Trading Fund, LP | |||
Series A Common Stock Warrants | $0.5 | 11/19/2013 | P | 1,000 | 12/03/2013 | 12/03/2018 | Common Stock | 2,000,000 | (7) | 1,000(7) | I(3) | By Pinewood Trading Fund, LP | |||
Series B Common Stock Warrants | $0.5 | 11/19/2013 | P | 1,000 | 12/03/2013 | 12/03/2018 | Common Stock | 2,000,000 | (7) | 1,000(7) | I(3) | By Pinewood Trading Fund, LP |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. These shares were issued in satisfaction of a "make-whole" provision in a securities purchase agreement. See footnote 2. |
2. The reported securities are included within Units acquired in a private placement pursuant to a securities purchase agreement, for an aggregate purchase price of $500,000 for the Units. The Units consist of shares of Common Stock and warrants exercisable for shares of Common Stock. |
3. The reported securities are owned directly by Pinewood Trading Fund, L.P., and indirectly by Sagewood, LLC, as General Partner of Pinewood Trading Fund, L.P., and Jack E. Brooks, as Manager of Sagewood, LLC. Sagewood, LLC and Jack E. Brooks disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
4. The reported securities are owned directly and indirectly by Jack E. Brooks. |
5. The shares were acquired as a result of the resetting of the conversion price of the securities previously reported, resulting from the triggering of the anti-dilution adjustments contained in the securities. |
6. Series B Preferred Stock and Series D Preferred Stock are convertible at any time at the reporting person's election, and have no expiration date. |
7. The reported securities were acquired in a private placement pursuant to a securities purchase agreement, for an aggregate purchase price of $1,000,000. |
8. These shares were issued in satisfaction of a "milestone adjustment" provision of a securities purchase agreement. See foonote 7. |
Remarks: |
Pinewood Trading Fund, LP, By Sagewood, LLC, General Partner, By /s/ Jack E. Brooks, Manager | 08/15/2014 | |
Sagewood, LLC, By /s/ Jack E. Brooks, Manager | 08/15/2014 | |
/s/ Jack E. Brooks | 08/15/2014 | |
** 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. |