0001213900-17-012434.txt : 20171121 0001213900-17-012434.hdr.sgml : 20171121 20171121154426 ACCESSION NUMBER: 0001213900-17-012434 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171101 FILED AS OF DATE: 20171121 DATE AS OF CHANGE: 20171121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lee's Pharmaceutical Holdings Ltd CENTRAL INDEX KEY: 0001722778 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26422 FILM NUMBER: 171216751 BUSINESS ADDRESS: STREET 1: UNIT 110-111 BIO-INFORMATICS CENTRE STREET 2: O. 2 SCIENCE PARK WEST AV, SHATIN CITY: HONG KONG STATE: K3 ZIP: 0000 BUSINESS PHONE: 852-2314-1282 MAIL ADDRESS: STREET 1: UNIT 110-111 BIO-INFORMATICS CENTRE STREET 2: O. 2 SCIENCE PARK WEST AV, SHATIN CITY: HONG KONG STATE: K3 ZIP: 0000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WINDTREE THERAPEUTICS INC /DE/ CENTRAL INDEX KEY: 0000946486 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943171943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 BUSINESS PHONE: 2154889300 MAIL ADDRESS: STREET 1: 2600 KELLY ROAD STREET 2: SUITE 100 CITY: WARRINGTON STATE: PA ZIP: 18976 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY LABORATORIES INC /DE/ DATE OF NAME CHANGE: 19971201 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 19961121 FORMER COMPANY: FORMER CONFORMED NAME: ANSAN INC DATE OF NAME CHANGE: 19950609 3 1 f3110117lees_windtreetherap.xml OWNERSHIP DOCUMENT X0206 3 2017-11-01 0 0000946486 WINDTREE THERAPEUTICS INC /DE/ WINT 0001722778 Lee's Pharmaceutical Holdings Ltd UNIT 110-111, BIO-INFO CTR, #2 SCIENCE PARK AVE HONG KONG SCIENCE PARK SHATIN K3 HONG KONG 0 0 1 0 Common Stock 46232085 I By Subsidiary Series A Convertible Preferred Stock 1.37 2017-02-15 Common Stock 1338000 D Series A-1 Warrants 1.37 2017-08-15 2024-02-15 Common Stock 1338000 D Pursuant to a Securities Purchase Agreement dated October 27, 2017, LPH Investments Limited ("LPH"), a wholly owned subsidiary of the Reporting Person, acquired 46,232,085 shares of common stock of the Issuer ("Common Stock") for an aggregate purchase price of $10,000,000, as reported in Table I of this Form 3. The Reporting Person purchased 1,338 Series A Convertible Preferred Stock units (each a "Unit") from the Issuer for an aggregate purchase price of $2,000,310 pursuant to a Securities Purchase Agreement dated February 13, 2017. Each Unit consists of one share of Series A Convertible Preferred Stock ("Preferred Stock") and 1,000 Series A-1 Warrants ("Warrants") to purchase Common Stock. As a result of the foregoing purchase, the Reporting Person beneficially owns (i) 1,338,000 shares of Common Stock issuable upon conversion of Preferred Stock and (ii) 1,338,000 shares of Common Stock issuable upon exercise of Warrants. The shares of Common Stock issuable upon conversion of the Preferred Stock and exercise of the Warrants are subject to beneficial ownership limitation of 9.99% (the "9.99% Limitation"). Because the Reporting Person's beneficial ownership of Common Stock (without giving effect to the conversion or exercise, as applicable, of the Preferred Stock and the Warrants into Common Stock) has currently exceeded the 9.99% Limitation, the Preferred Stock and Warrants beneficially owned by the Reporting Person are not currently convertible or exercisable, as applicable. Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock, if the closing price of the Common Stock, as listed or quoted on its principal market, is equal to or greater than $4.11 for at least 20 consecutive trading days on or after the first anniversary of the original issue date of the Preferred Stock, then the Issuer, at its option, may cause the Preferred Stock to be converted in whole, or in part, on a pro rata basis among the holders of the Preferred Stock, into shares of Common Stock subject to the 9.99% Limitation. /s/ Lee Siu Fong 2017-11-21