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
NAVIDEA BIOPHARMACEUTICALS, INC. [ NAVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2022 | ||||||||||||||||||||||||||
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 | 08/31/2022 | A | 2,500(1)(2) | A | $0 | 8,103,395 | D | |||
Common Stock | 10,139 | I | By spouse and children(3) | |||||||
Series G Redeemable Preferred Stock | 3,260 | 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 | ||||||||
Series F Redeemable Convertible Preferred Stock | $0.8 | 08/30/2022 | S(4) | 1,740 | 04/10/2022 | (5) | Common Stock | 2,175,000 | $1,379.31(4) | 0 | D | ||||
Series I Convertible Preferred Stock | $0.45 | 08/30/2022 | P(6) | 2,400 | 08/30/2022 | (7) | Common Stock | 5,332,800 | (6) | 2,400 | D | ||||
Warrant to Purchase Common Stock | $0.5 | 08/30/2022 | P(6) | 2,400 | 08/30/2022 | 08/30/2027 | Common Stock | 5,332,800 | (6) | 2,400 | D |
Explanation of Responses: |
1. Stock issued under the Amended and Restated 2014 Stock Incentive Plan in partial payment of monthly non-employee director fees. |
2. Issuance deferred at the request of the Reporting Person. |
3. Includes 2,639 shares of Common Stock owned by the Reporting Person's spouse and 7,500 shares of Common Stock owned by the Reporting Person's children. The Reporting Person may be deemed to have shared voting and/or dispositive power with respect to such shares. |
4. Series F Redeemable Convertible Preferred Stock, par value $.001 per share, was surrendered to pay the subscription price for the units purchased in the Rights Offering. The fair market value of the Series F Redeemable Convertible Preferred Stock surrendered in the Rights Offering was determined by the Issuer's board of directors based on an independent appraisal obtained by the Issuer. |
5. Series F Redeemable Convertible Preferred Stock, par value $.001 per share, was convertible at any time and had no expiration date. |
6. The Reporting Person acquired the Series I Convertible Preferred Stock and Warrants to Purchase Common Stock pursuant to the exercise of subscription rights in connection with the Issuer's previously announced rights offering ("Rights Offering"), as disclosed in the Registration Statement on Form S-1, as amended, and Prospectus Supplement No. 1 filed by the Issuer with the Securities and Exchange Commission. Pursuant to the Rights Offering, the Reporting Person purchased units at a subscription price of $1,000 per unit, with each unit consisting of one (1) share of Series I Convertible Preferred Stock and one (1) Warrant to Purchase 2,222 shares of Common Stock. |
7. Series I Convertible Preferred Stock, par value $.001 per share, is convertible at any time and has no expiration date. |
/s/ Erika L. Eves for John K. Scott, Jr. by power of attorney | 09/01/2022 | |
** 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. |