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
BIOLIFE SOLUTIONS INC [ BLFS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2019 | ||||||||||||||||||||||||||
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 | 10/04/2019 | S | 162,761 | D | $15.36 | 3,315,586 | I | By WAVI Holdings AG | ||
Common Stock | 05/13/2020 | X(1) | 1,777,211 | A | $4.75 | 5,092,797 | I | By WAVI Holdings AG | ||
Common Stock | 05/13/2020 | S(1) | 566,561 | D | $14.9 | 4,526,236 | I | By WAVI Holdings AG | ||
Common Stock | 05/13/2020 | X(2) | 550,000 | A | $1.75 | 5,076,236 | I | By WAVI Holdings AG | ||
Common Stock | 05/13/2020 | S(2) | 64,597 | D | $14.9 | 5,011,639 | I | By WAVI Holdings AG |
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 | ||||||||
Warrants (Right to Buy) | $4.75 | 05/13/2020 | X(1) | 1,777,211 | 03/25/2014 | 03/25/2021 | Common Stock | 1,777,211 | (3) | 0 | I | By WAVI Holdings AG | |||
Warrants (Right to Buy) | $1.75 | 05/13/2020 | X(2) | 550,000 | 05/12/2016 | 05/12/2021 | Common Stock | 550,000 | (4) | 0 | I | By WAVI Holdings AG |
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. On May 13, 2020, WAVI Holding AG ("WAVI"), an entity wholly owned by Walter Villiger (together, the "reporting person"), exercised an in-the-money warrant to purchase 1,777,211 shares of common stock, par value $0.001 per share (the "Common Stock"), of Biolife Solutions, Inc. (the "Company") with an exercise price of $4.75 per share pursuant to Rule 16b-6 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The reporting person exercised the warrant on a cashless basis pursuant to the terms of the warrant, resulting in the Company's withholding of 566,561 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,210,650 shares. |
2. On May 13, 2020, the reporting person exercised an in-the-money warrant to purchase 550,000 shares of Common Stock of the Company with an exercise price of $1.75 per share pursuant to Rule 16b-6 under the Exchange Act. The reporting person exercised the warrant on a cashless basis pursuant to the terms of the warrant, resulting in the Company's withholding of 64,597 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 485,403 shares. |
3. The warrants were issued to WAVI in March 2014 in connection with the conversion of outstanding promissory notes and interest accrued thereon for units consisting of common stock and warrants. |
4. The warrants were issued to WAVI in May 2016 as partial consideration of a loan transaction. |
/s/ Walter Villiger | 06/03/2020 | |
** 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. |