| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
BIODELIVERY SCIENCES INTERNATIONAL INC [ BDSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/27/2022 | M | 7,684 | A | $0(1) | 5,166,173 | I | See footnote(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (right to buy) | $3.66(4) | 01/27/2022 | A(5) | 85,760 | (5) | 01/26/2032 | Common Stock | 85,760 | $0 | 85,760 | I | See footnote(2)(3) | |||
| Restricted Stock Units | $0.0 | 01/27/2022 | A(1) | 15,369 | (1) | 01/27/2023 | Common Stock | 15,369 | $0 | 15,369 | I | See footnote(2)(3) | |||
| Restricted Stock Units | $0.0 | 01/27/2022 | M | 7,684 | (1) | 01/27/2023 | Common Stock | 7,684 | $0 | 7,685 | I | See footnote(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Restricted Stock Units ("RSUs") were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Issuer's 2019 Stock Option Incentive Plan ("the Plan"). The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023. |
| 2. 4,400,689 shares of Common Stock are held in the account of Broadfin Healthcare Master Fund, Ltd., a private investment fund managed by Broadfin Capital, LLC, and may be deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Capital, LLC. Broadfin Healthcare Master Fund, Ltd., Broadfin Capital, LLC, and Kevin Kotler affirmatively (i) disclaim beneficial ownership of the reportable securities, (ii) states that this report shall not be deemed an admission that they are the beneficial owner of such securities for purposes of Section 16 ("Section 16") of the Securities Exchange Act of1934, as amended (the "Act") or any other purpose, except to the extent of their pecuniary interest therein, and (iii) disclaim being a "group" for purposes of Section 16. |
| 3. 765,484 shares of Common Stock are held in the account of Broadfin Holdings, LLC., a private investment fund, and are deemed to be beneficially owned by Kevin Kotler, managing member of Broadfin Holdings, LLC. |
| 4. The exercise price of the stock options issued to the Reporting Person is equal to the closing price of the Issuer's common stock on January 27, 2022. |
| 5. The stock options were issued to the Reporting Person on January 27, 2022, as compensation for service on the Issuer's board of directors, pursuant to a grant under the Plan. The award is subject to time-based vesting and vests in equal portions on: (i) January 27, 2022; and (ii) January 27, 2023. |
| Remarks: |
| BROADFIN CAPITAL, LLC, By: /s/ Kevin Kotler, Kevin Kotler, Managing Member | 01/31/2022 | |
| ** 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. | ||