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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
SOLIGENIX, INC. [ SNGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 06/18/2010 | P | 8,608,580 | A | $0.205 | 54,227,816 | I(1) | Indirect(1) | ||
Common Stock | 06/18/2010 | P | 2,926,829 | A | $0.205 | 3,282,929 | I(2) | Indirect(2) | ||
Common Stock | 1,190,770 | D |
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 | ||||||||
Common Stock Warrant (warrant to buy) | $0.28 | 06/18/2010 | J(3) | 1 | 06/18/2010 | 06/18/2015(4) | Common Stock | 5,165,148 | $0 | 1 | I(3) | Indirect(3) | |||
Common Stock Warrant (warrant to buy) | $0.28 | 06/18/2010 | J(5) | 1 | 06/18/2010 | 06/18/2015(4) | Common Stock | 1,756,097 | $0 | 1 | I(5) | Indirect(5) |
Explanation of Responses: |
1. Shares directly owned by Sigma-Tau Pharmaceuticals, Inc. ("Pharmaceuticals"). Pharmaceuticals is a direct wholly-owned subsidiary of Sigma-Tau America S.A. ("America"). America is a direct wholly-owned subsidiary of Sigma-Tau International S.A. ("International"). International is a direct wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. ("Sigma Tau"). Paolo Cavazza directly and indirectly owns 38% of Sigma Tau. |
2. Shares directly owned by Chaumiere Sarl ("Chaumiere") (formerly Chaumiere Consultadoria Servicos SDC Unipessoal L.d.a.), which is an indirect wholly owned subsidiary of Aptafin S.p.A. ("Aptafin"). Aptafin is owned by Paolo Cavazza and members of his family. |
3. This warrant was issued by the Issuer to Pharmaceuticals in consideration of Pharmaceuticals' purchase of 8,608,580 shares of the Issuer's common stock on June 18, 2010. |
4. The expiration date of the warrants may be accelerated at the Issuer's option if the Issuer's common stock meets certain price thresholds and the common shares underlying the warrant are registered for resale pursuant to an effective registration statement or are freely transferable without volume restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended. |
5. This warrant was issued by the Issuer to Chaumiere in consideration of Chaumiere's purchase of 2,926,829 shares of the Issuer's common stock on June 18, 2010. |
Remarks: |
/s/ Maurizio Terenzi, Attorney-in-fact | 06/21/2010 | |
** 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. |