0001144204-18-014907.txt : 20180315
0001144204-18-014907.hdr.sgml : 20180315
20180315160656
ACCESSION NUMBER: 0001144204-18-014907
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180313
FILED AS OF DATE: 20180315
DATE AS OF CHANGE: 20180315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLING ARNOLD P
CENTRAL INDEX KEY: 0001276711
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28385
FILM NUMBER: 18692417
MAIL ADDRESS:
STREET 1: C/O ADELPHIA HOLDINGS LLC
STREET 2: 545 MADISON AVE 6TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NIOBE VENTURES, LLC
CENTRAL INDEX KEY: 0001476705
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28385
FILM NUMBER: 18692416
BUSINESS ADDRESS:
STREET 1: C/O ARNOLD P. KLING
STREET 2: 712 FIFTH AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2127558777
MAIL ADDRESS:
STREET 1: C/O ARNOLD P. KLING
STREET 2: 712 FIFTH AVENUE, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROTALEX INC
CENTRAL INDEX KEY: 0001099215
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
IRS NUMBER: 912003490
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0531
BUSINESS ADDRESS:
STREET 1: 131 COLUMBIA TURNPIKE
STREET 2: SUITE 1
CITY: FLORHAM PARK
STATE: NJ
ZIP: 07932
BUSINESS PHONE: 215-862-9720
MAIL ADDRESS:
STREET 1: 131 COLUMBIA TURNPIKE
STREET 2: SUITE 1
CITY: FLORHAM PARK
STATE: NJ
ZIP: 07932
4
1
tv488601_form4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-03-13
0
0001099215
PROTALEX INC
PRTX
0001276711
KLING ARNOLD P
410 PARK AVENUE
SUITE 1710
NEW YORK
NY
10022
1
1
1
0
President
0001476705
NIOBE VENTURES, LLC
C/O ARNOLD P. KLING
712 FIFTH AVENUE, 11TH FLOOR
NEW YORK
NY
10019
0
0
1
0
Common Stock
41133892
I
By LLC
Common Stock
5000
D
Common Stock
62
I
By wife as UGMA custodian
Call Options (obligation to sell)
0.01
2018-03-13
4
S
0
166667
0
A
2018-03-13
2023-02-28
Common Stock
166667
166667
I
BY LLC
Call Options (obligation to sell)
0.01
2018-02-28
2023-02-28
Common Stock
4750000
4750000
I
By LLC
Options
0.54
2018-02-08
2023-02-08
Common Stock
600000
600000
D
These securities are owned directly by Niobe Ventures, LLC ("Niobe") and indirectly by Arnold P. Kling as manager of the LLC.
These securities are beneficially owned solely by Arnold P. Kling.
These shares are beneficially owned by Arnold P. Kling's wife as custodian for their children under the Uniform Gifts to Minors Act. Mr. Kling disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.
Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date.
On February 28, 2018, in connection with a private placement (the "Offering") of $1.425 million of 10% Senior Convertible Notes (the "Notes") by the Issuer and the conversion into shares of the Issuer's common stock at $1.20 per share (as set forth in table I) of the entire principal balance of loans outstanding (in the aggregate amount of approximately $22,269,366) from Niobe to the Issuer, Niobe wrote call options to the Issuer which entitles the Issuer to repurchase shares of the Issuer's common stock from Niobe upon each event of conversion of the Notes up to a maximum of 4,750,000 shares.
On March 13, 2018, as a result of an additional issuance of Notes in the principal amount of $50,000 in the Offering, Niobe wrote additional call options to the Issuer for an additional 166,667 shares of the Issuer's common stock. In the aggregate, the maximum number of shares covered by the call options, including the call options issued on 2/28/18, increased to 4,916,667 shares.
/s/ Arnold P. Kling, individually
2018-03-15
/s/ Arnold P. Kling, Manager of Niobe Ventures, LLC
2018-03-15