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
Egalet Corp [ EGLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2014 | ||||||||||||||||||||||||||
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 | 02/11/2014 | C | 416,812 | A | (2) | 416,812 | I | By Sunstone(7) | ||
Common Stock | 02/11/2014 | C | 736,826 | A | (3) | 1,153,638 | I | By Sunstone(7) | ||
Common Stock | 02/11/2014 | X | 96,000 | A | $0.001 | 1,249,638 | I | By Sunstone(7) | ||
Common Stock | 02/11/2014 | C | 202,658 | A | $6 | 1,452,296 | I | By Sunstone(7) | ||
Common Stock | 02/11/2014 | C | 273,986 | A | $6 | 1,726,282 | I | By Sunstone(7) | ||
Common Stock | 02/11/2014 | P | 133,333 | A | $12 | 1,859,615 | I | By Sunstone(7) | ||
Common Stock | 154,938 | I | By Egalet A/S(1) |
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 | ||||||||
Series A-1 Preferred Stock | (2) | 02/11/2014 | C | 416,812 | (2) | (2) | Common Stock | 416,812(2) | $0 | 0 | I | By Sunstone(7) | |||
Series B Preferred Stock | (3) | 02/11/2014 | C | 736,826 | (3) | (3) | Common Stock | 736,826(3) | $0 | 0 | I | By Sunstone(7) | |||
Warrants | $0.001 | 02/11/2014 | X | 96,000 | (4) | (4) | Common Stock | 96,000 | $0 | 0 | I | By Sunstone(7) | |||
Subordinated Convertible Debt | $6 | 02/11/2014 | C | $1,215,948 | (5) | (5) | Common Stock | 202,658 | $0 | 0 | I | By Sunstone(7) | |||
Senior Convertible Debt | $6 | 02/11/2014 | C | $1,643,923 | (6) | (6) | Common Stock | 273,986 | $0 | 0 | I | By Sunstone(7) |
Explanation of Responses: |
1. The reporting person is Egalet A/S, a corporation. Sunstone Life Science Ventures Fund II K/S ("Sunstone") is a 12.0% equityholder of Egalet A/S. |
2. The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. |
3. The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering. |
4. The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to Sunstone's purchase of a specified minimum amount of common stock in such offering. |
5. The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share. |
6. The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share. |
7. The reporting person is Sunstone. The General Partner has sole dispositive and voting power over shares held by Sunstone. Mr. Segerros is authorized to act on the General Partner's behalf jointly with any member of the General Partner's board of directors with respect to matters relating to the Issuer and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Sunstone. Mr. Segerros disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Segerros is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
/s/ Stan Musial by Stan Musial, attorney in fact for Andreas Rutger Segerros | 02/12/2014 | |
** 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. |