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