SEC Form 4
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*
Ianchulev Tsontcho

(Last) (First) (Middle)
C/O EYENOVIA, INC.
295 MADISON AVENUE, SUITE 2400

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EYENOVIA, INC. [ EYEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $.0001 03/24/2020 P 82,431 A $2.27(1) 508,679 D
Common Stock, par value $.0001 606,667 I By Private Medical Equity, Inc.(2)
Common Stock, par value $.0001 6,000 I By The Meliora Trust(2)
Common Stock, par value $.0001 453,333 I By PME Investor Services Eyenovia, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class A Warrant $2.27(3) 03/24/2020 P 41,216(4) 03/24/2020 03/24/2021 Common Stock 41,216 (1) 41,216 D
Class B Warrant $2.724(3) 03/24/2020 P 61,823(4) 03/24/2020 03/24/2025 Common Stock 61,823 (1) 61,823 D
Stock Option (right to buy) $1.95 (5) 07/07/2027 Common Stock 267,370 267,370 D
Stock Option (right to buy) $6.2 (6) 07/24/2028 Common Stock 124,210 124,210 D
Stock Option (right to buy) $3.11 (7) 08/16/2029 Common Stock 183,703 183,703 D
Stock Option (right to buy) $1.24 03/23/2015 03/23/2025 Common Stock 140,000 140,000 I By Private Medical Equity, Inc.(2)
Explanation of Responses:
1. On March 24, 2020, the Reporting Person purchased Units from the Issuer in a private placement, with each Unit consisting of (a) one share of the Issuer's common stock, (b) a Class A Warrant representing the right to acquire 0.5 shares of the Issuer's common stock and (c) a Class B Warrant representing the right to acquire 0.75 shares of the Issuer's common stock. The purchase price for each Unit was $2.42625 of which $2.27 was for the share of the Issuer's common stock, $0.06250 was for the Class A Warrant and $0.09375 was for the Class B Warrant.
2. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. The exercise price per share of the Issuer's common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
4. The number of shares of Issuer common stock issuable upon exercise of the Class A and Class B Warrants is subject to adjustment for stock splits, stock dividends and similar corporate events.
5. The option became exercisable as to 11,140 shares on August 7, 2017 and becomes exercisable in equal 11,140 share amounts on each of the 35 one-month anniversaries thereafter.
6. This option is fully vested.
7. One-third of the option becomes exercisable on August 16, 2020 and the remaining shares underlying the option become exercisable in equal increments on each of the 24 one-month anniversaries thereafter.
Remarks:
/s/ S. Halle Vakani, Attorney-in-Fact 03/26/2020
** 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).
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