FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/30/2011 |
3. Issuer Name and Ticker or Trading Symbol
AxoGen, Inc. [ LECT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 213,079(1) | D | |
Common Stock | 132,883(1) | I | See Footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option | 12/05/2007 | 12/06/2017 | Common Stock | 11,182(3)(4)(8) | $0.25 | D | |
Stock Option | 12/06/2007 | 12/06/2017 | Common Stock | 3,197(3)(5)(8) | $0.25 | D | |
Stock Option | 11/18/2008 | 11/18/2018 | Common Stock | 494(3)(6)(8) | $0.25 | D | |
Stock Option | 06/09/2010 | 06/09/2020 | Common Stock | 108,989(3)(7)(8) | $0.25 | D |
Explanation of Responses: |
1. Pursuant to an Agreement and Plan of Merger, dated as of May 31, 2011, by and among LecTec Corporation ("LecTec"), Nerve Merger Sub Corp., a subsidiary of LecTec ("Merger Sub"), and AxoGen Corporation ("AC"), which the parties amended on June 30, 2011 and August 9, 2011 (as amended, the "Merger Agreement"), Merger Sub merged with and into AC, with AC continuing after the merger as the surviving corporation and a wholly owned subsidiary of LecTec (the "Merger"). The Merger was completed on September 30, 2011, and LecTec was renamed AxoGen, Inc. ("AxoGen"). In connection with the Merger, each share of AC common stock converted into 0.03727336 share of LecTec common stock at the effective time of the Merger. |
2. These shares are directly owned by the Jamie Grooms Trust, of which Mr. Grooms is the trustee. |
3. In connection with the Merger, each option to purchase shares of AC common stock was converted to an option to purchase 0.03727336 of a share of AxoGen common stock. |
4. 9,799 options have vested, and 1,383 options are unvested. |
5. 2,797 options have vested, and 400 options are unvested. |
6. 309 options have vested, and 185 options are unvested. |
7. 27,247 options have vested, and 81,742 options are unvested. |
8. These options vest semi-annually over four years from the date of grant. |
/s/ Jamie M. Grooms | 10/11/2011 | |
** 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 5 (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. |