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
MultiCell Technologies, Inc. [ MCET.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2006 | ||||||||||||||||||||||||||
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 | 09/24/2009 | A | 726,316 | A | $0.019 | 5,603,690 | I | see Footnote(1) | ||
Common Stock | 02/23/2010 | A | 250,000 | A | $0.0115 | 5,853,690 | I | see Footnote(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 | ||||||||
Common Stock Purchase Warrant (right to buy) | $0.5 | 09/25/2006 | A | 50,000 | 09/25/2006 | 09/24/2012 | Common Stock | 50,000 | $0.00 | 50,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 10/08/2006 | A | 60,000 | 10/08/2006 | 10/04/2012 | Common Stock | 60,000 | $0.00 | 60,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 10/24/2006 | A | 40,000 | 10/24/2006 | 10/23/2012 | Common Stock | 40,000 | $0.00 | 40,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 11/27/2006 | A | 8,000 | 11/27/2006 | 11/26/2012 | Common Stock | 8,000 | $0.00 | 8,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 12/21/2006 | A | 20,000 | 12/21/2006 | 12/20/2012 | Common Stock | 20,000 | $0.00 | 20,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.2 | 02/28/2007 | A | 1,029,065 | 02/28/2007 | 09/12/2015 | Common Stock | 1,029,065 | $0.00 | 1,029,065 | D | ||||
Common Stock Purchase Warrant (right to buy) | $0.2 | 02/28/2007 | A | 220,000 | 02/28/2007 | 09/12/2015 | Common Stock | 220,000 | $0.00 | 220,000 | I | Held by Spouse | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 04/20/2007 | A | 10,000 | 04/20/2007 | 04/14/2013 | Common Stock | 10,000 | $0.00 | 10,000 | I | Held by Newmin Corbett Trust | |||
Common Stock Purchase Warrant (right to buy) | $0.5 | 04/30/2007 | A | 70,000 | 04/30/2007 | 04/23/2013 | Common Stock | 70,000 | $0.00 | 70,000 | I | Held by Newmin Corbett Trust | |||
Stock Option (right to buy) | $0.011 | 06/25/2009 | A | 1,000,000 | (2) | 06/24/2014 | Common Stock | 1,000,000 | $0.00 | 1,000,000 | D | ||||
Stock Option (right to buy) | $0.019 | 09/23/2009 | A | 333,553 | (3) | 09/24/2014 | Common Stock | 333,553 | $0.00 | 333,553 | D | ||||
Stock Option (right to buy) | $0.008 | 06/28/2010 | A | 1,000,000 | (4) | 06/27/2015 | Common Stock | 1,000,000 | $0.00 | 1,000,000 | D |
Explanation of Responses: |
1. As of the filing of this Form 4, 3,920,915 shares are held by Newmin Corbett Trust U/A 5/10/02, W. G. Newmin and Barbara L. Corbett TTEES ("Newmin Corbett Trust"), for which the reporting person and reporting person's spouse serve as trustees; 1,399,210 shares are held by Cay J Associates, ltd., a Partnership, for which the reporting person and reporting person's spouse serve as partners; 502,011 shares are held by FMTC Custodian W. G. Newmin IRA, for which the reporting person is the beneficiary; and 31,554 shares are held by W. Gerald Newmin IRA, for which reporting person is the beneficiary. |
2. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the shares subject to the option shall vest and become exercisable on the first quarterly anniversary of the vesting commencement date and (ii) an additional 25% of the shares subject to the option shall vest and become exercisable on each quarterly anniversary of the vesting commencement date for the three quarters following the first quarterly anniversary of the vesting commencement date. The vesting commencement date for this option is June 25, 2009. |
3. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 1/60th of the shares subject to the option shall vest and become exercisable on each monthly anniversary of the vesting commencement date. The vesting commencement date for this option is September 23, 2009. |
4. Subject to the reporting person's continuing service, this option vests and becomes exercisable as follows: (i) 25% of the shares subject to the option shall vest and become exercisable on the first quarterly anniversary of the vesting commencement date and (ii) an additional 25% of the shares subject to the option shall vest and become exercisable on each quarterly anniversary of the vesting commencement date for the three quarters following the first quarterly anniversary of the vesting commencement date. The vesting commencement date for this option is June 28, 2010. |
/s/ Gerald W. Newmin | 06/15/2011 | |
** 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 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. |