| 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
DERMA SCIENCES, INC. [ DSCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2017 | ||||||||||||||||||||||||||
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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 | 02/10/2017 | M | 9,375(1) | A | $6.4 | 60,199 | D | |||
| Common Stock | 02/10/2017 | F | 8,571(1) | D | $7 | 51,628 | D | |||
| Common Stock | 02/14/2017 | A | 7,100(2) | A | $0 | 58,728 | D | |||
| Common Stock | 02/14/2017 | F | 3,550(3) | D | $7 | 55,178 | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $6.4 | 02/10/2017 | M | 9,375 | 03/01/2007(4) | 02/22/2017 | Common Stock | 9,375 | $0(5) | 0 | D | ||||
| Stock Option (right to buy) | $3.3 | 02/14/2017 | A | 21,200(6) | 02/14/2017 | 02/14/2027 | Common Stock | 21,200 | $0 | 21,200 | D | ||||
| Explanation of Responses: |
| 1. Shares delivered in connection with the cashless exercise of 9,375 options, previously granted pursuant to the issuer's stock option plan, at an exercise price of $6.40, as reported herein. |
| 2. The shares of common stock reported herein represent restricted stock units issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on March 2, 2016, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2016, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2016 were met, resulting in the vesting of 7,100 restricted stock units. |
| 3. Shares withheld in connection with the vesting of 7,100 restricted stock units, previously granted pursuant to the issuer's equity incentive plan, at a price of $7.00, as reported herein. |
| 4. A total of 75,000 of the options were granted pursuant to the issuer's stock option plan on March 1, 2007. Options for 25% of the shares vested immediately and options for the remaining shares vested at the rate of 25% per year starting on February 22, 2008. The revised total of 9,375 options reflects the issuer's 1-for-8 reverse split effective January 1, 2010. |
| 5. The options were originally granted in consideration of the reporting person's services to the issuer and without payment of cash. |
| 6. The options reported herein were issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on March 2, 2016, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2016, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2016 were met, resulting in the vesting of 21,200 options. |
| /s/ Frederic Eigner | 02/16/2017 | |
| ** 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. | ||