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*
Lipman Matthew E.

(Last) (First) (Middle)
122 E.42ND STREET SUITE 4305

(Street)
NEW YORK NY 10168

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Capstone Therapeutics Corp. [ CAPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, $0.0005 par value(1) 18,541,197 I By: BP Peptides, 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
Warrant (Right to Buy)(1) $0.075 01/30/2018 J(3) 1 (3) 10/15/2025 Common Stock, $0.0005 par value 6,321,930 (3) 1 I By: BP Peptides, LLC(2)
1. Name and Address of Reporting Person*
Lipman Matthew E.

(Last) (First) (Middle)
122 E.42ND STREET SUITE 4305

(Street)
NEW YORK NY 10168

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BP Peptides, LLC

(Last) (First) (Middle)
122 EAST 42ND STREET
SUITE 4305

(Street)
NEW YORK NY 10168

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This Form 4 is filed jointly by BP Peptides, LLC ("BP Peptides") and Matthew E. Lipman (collectively, the "Reporting Persons"). Mr. Lipman is a director of the Issuer. BP Peptides may be deemed to be a director by deputization by virtue of the fact that Mr. Lipman, the Manager and President of BP Peptides, is a director of the Issuer.
2. Represents securities owned directly by BP Peptides. As the Manager and President of BP Peptides, Mr. Lipman may be deemed to beneficially own the securities owned directly by BP Peptides. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
3. The Warrant was issued by the Issuer to BP Peptides in consideration of BP Peptides' agreement to defer all accrued but unpaid interest due under its loan to the Issuer until October 15, 2020 (the "Maturity Date"). The Warrant vests quarterly in accordance with Schedule 1 thereto and will be fully vested on the Maturity Date; provided, however, that in the event of a Deferred Interest Repayment (as defined in the Warrant), then all vesting shall immediately terminate and lapse as to any Warrant shares that have not yet vested and none of such Warrant shares shall become vested. In no event may the Warrant be exercised if and to the extent that such exercise would be inconsistent with or constitute a violation of the Issuer's Tax Benefit Preservation Plan.
By: /s/ Matthew E. Lipman 02/01/2018
By: BP Peptides, LLC, By: /s/ Matthew E. Lipman, Manager and President 02/01/2018
** 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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