0001144204-12-030419.txt : 20120517
0001144204-12-030419.hdr.sgml : 20120517
20120517173250
ACCESSION NUMBER: 0001144204-12-030419
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120430
FILED AS OF DATE: 20120517
DATE AS OF CHANGE: 20120517
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TG THERAPEUTICS, INC.
CENTRAL INDEX KEY: 0001001316
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 363898269
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 787 SEVENTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 554-4484
MAIL ADDRESS:
STREET 1: 787 SEVENTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC
DATE OF NAME CHANGE: 20030310
FORMER COMPANY:
FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC
DATE OF NAME CHANGE: 20000330
FORMER COMPANY:
FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC
DATE OF NAME CHANGE: 19960703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WEISS MICHAEL S
CENTRAL INDEX KEY: 0001038977
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32639
FILM NUMBER: 12853109
MAIL ADDRESS:
STREET 1: 750 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
v313802_4.xml
OWNERSHIP DOCUMENT
X0305
4
2012-04-30
0
0001001316
TG THERAPEUTICS, INC.
TGTXD
0001038977
WEISS MICHAEL S
787 SEVENTH AVENUE, 48TH FLOOR
NEW YORK
NY
10019
1
1
1
0
See Remarks
COMMON STOCK
2012-04-30
4
C
0
3524560
A
3691228
D
COMMON STOCK
2012-05-16
4
A
0
1500000
0
A
5191228
D
COMMON STOCK
2012-05-16
4
P
0
1500
6.25
A
5192728
D
SERIES A PREFERRED STOCK
2012-04-30
4
C
0
396513
0
D
Common Stock
396513
0
D
The Series A convertible Preferred Stock converted into issuer common stock on a 500-for-1 basis and had no expiration date.
Reflects a grant of restricted shares that will vest according to the following schedule: 50% in equal installments on the 3rd, 4th, and 5th anniversary of the date of grant; 25% on the first date that the issuer achieves a pre-established market capitalization target; and 25% on the first date that the issuer achieves another pre-established market capitalization target.
Includes 1,000,000 shares of Common Stock, which vest as follows: 125,000 on each of November 15, 2012, November 15, 2013, November 15, 2014, and November 15, 2015; 250,000 upon the occurrence of the registrant achieving a particular market capitalization target; and 250,000 upon the occurrence of the registrant achieving a second particular market capitalization target. In addition, Mr. Weiss purchased shares in the Offering conducted by the Company which closed on December 30, 2011. As a result of that purchase he owns 133,334 shares of our Common Stock, and 33,334 warrants to purchase Common Stock at $2.25, exercisable for five years. Finally, also included in Mr. Weiss' beneficial ownership are 2,524,560 shares of Common Stock issued to Opus Point Partners, LLC, of which Mr. Weiss is a co-founder, managing partner, and principal and beneficially owns a 50% interest.
On April 30, 2012, the issuer effected a reverse stock split, pursuant to which every 56.25 shares of common stock issued and outstanding immediately prior to the effective time of the reverse stock split automatically combined into one share of common stock, resulting in Mr. Weiss' ownership of 203,940,273 less shares of common stock. The figures outlined above reflect the post-split holdings of Mr. Weiss.
Executive Chairman, Interim CEO and President
/s/ Michael Weiss
2012-05-17