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
ULURU Inc. [ ULUR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2017 | ||||||||||||||||||||||||||
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 | 03/31/2017 | P | 13,375,000 | A | (1) | 13,375,000 | D |
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 | ||||||||
Secured Convertible Promissory Note | $0.04 | 03/31/2017 | P | 500,000 | 03/31/2017(2) | 02/27/2019 | Common Stock | 12,500,000 | $500,000 | 1,000,000 | D | ||||
Warrant (Right to Buy) | $0.04 | 03/31/2017 | P | 57,055,057 | 03/31/2017 | 03/31/2027 | Common Stock | 57,055,057 | (3) | 57,055,057 | D | ||||
Series B Convertible Preferred Stock | (4) | 03/31/2017 | P | 1,250 | (4) | (4) | Common Stock | 125,000,000 | $4,000 | 125,000,000 | I | See Footnote(5) |
Explanation of Responses: |
1. The Reporting Person acquired shares of the Issuer's Common Stock in consideration for the assignment to the Issuer by an affiliate of the Reporting Person of certain distributor agreements that the entities related to the Reporting Person has entered into with third parties to distribute Altrazeal on an exclusive basis in certain markets. |
2. The principal amount of, and accrued interest on, the Secured Convertible Promissory Note (the "Note") is convertible into shares of Common Stock of the Issuer at the conversion price: (i) at the option of the Reporting Person at any time; or (ii) automatically on February 27, 2019 (the "Maturity Date") unless an Event of Default (as defined in the Note) is occurring and continuing as of the Maturity Date. |
3. The warrant was issued for no additional consideration in connection with the offer and sale of the Note on the same day. |
4. Each share of Series B Convertible Preferred Stock has no expiration date and is currently convertible into 100,000 shares of the Issuer's common stock, provided that no holder of shares of Series B Preferred Stock shall be entitled to convert such share to the extent that the conversion of such share of Series B Preferred Stock would require the issuance of a number of shares of Common Stock of the Issuer that then exceed the number of authorized but unissued shares of Common Stock of the Issuer as of the date of such conversion. |
5. The shares of Series B Convertible Preferred Stock were purchased by Velocitas I LLC, an affiliate of the Reporting Person. The Reporting Person is the sole member of Velocitas Manager LLC, the manager of Velocitas I LLC. As a result, the Reporting Person shares the power to vote, acquire, hold and dispose of the shares owned by the Velocitas I LLC. The Reporting Person disclaims beneficial ownership of the securities owned by Velocitas I LLC except to the extent of its pecuniary interest therein. |
Remarks: |
/s/ Vaidehi Shah, Managing Member | 04/10/2017 | |
** 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. |