CUSIP No. 97382D105
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
DAFNA Capital Management, LLC
36-4334068
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
208,333
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
208,333
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,333
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.40%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 97382D105
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Nathan Fischel
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Austria citizen (U.S. permanent resident)
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
208,333
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
208,333
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,333
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.40%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No. 97382D105
1.NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Fariba Ghodsian
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
208,333
6.SHARED VOTING POWER
0
7.SOLE DISPOSITIVE POWER
208,333
8.SHARED DISPOSITIVE POWER
0
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,333
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.40%
12.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
Item 1.
(a) Name of Issuer
Windtree Therapeutics, Inc.
(b) Address of Issuer's Principal Executive Offices
2600 Kelly Road, Suite 100, Warrington, Pensylvania 18976-3622
Item 2.
(a) Name of Person Filing
This Schedule 13G is being filed on behalf of DAFNA
Capital Management, LLC, Nathan Fischel and Fariba
Ghodsian (each, a "Reporting Person").
(b) Address of Principal Business office or, if None,
Residence For each Reporting Person,
10990 Wilshire Boulevard, Suite 1400
Los Angeles, CA 90024
(c) Citizenship
DAFNA Capital Management, LLC is a Delaware limited
liability company.
Dr. Fischel is a citizen of Austria and a U.S.
permanent resident.
Dr. Ghodsian is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
97382D105
Item 3. If this statement is filed pursuant to ss. 240.13d-1(b), or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78c).
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E).*
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(ii)(F).
(g) [x] A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G).**
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a 3).
(j) [ ] Group in accordance with ss. 240.13d-1(b)(ii)(J).
* DAFNA Capital Management, LLC is an investment adviser in
accordance with ss. 240.13d-1(b)(1)(ii)(E).
** Drs. Fischel and Ghodsian are control persons of DAFNA
Capital Management, LLC in accordance with
ss. 240.13d-1(b)(1)(ii)(G).
Item 4. Ownership
For each Reporting Person:
(a) Amount beneficially owned: 208,333 (the "Shares")
(b) Percent of class: 2.40%*
(c) Number of shares to which the Reporting Person has:
(i) Sole power to vote or to direct the vote: 208,333
(ii) Shared power to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 208,333
(iv) Shared power to dispose or to direct the disposition
of: 0.
*The ownership percentage is calculated based on 8,476,033
shares of Common Stock outstanding as of November 7, 2016,
as reported in the issuer's most recent Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2016,
as filed with the Securities and Exchange Commission on
November 14, 2016 plus the 208,333 shares of Common Stock
relating to the warrants held by the Reporting Persons assuming
full exercise of such warrants.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class
securities, check the following [x]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10.Certification:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose or with the effect of changing
or influencing the control of the issuer and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2017
DAFNA Capital Management, LLC
By: /s/ Nathan Fischel
Nathan Fischel,MD, CFA, CEO
/s/ Nathan Fischel
Nathan Fischel, MD, CFA
/s/ Fariba Ghodsian
Fariba Ghodsian, Ph.D., MBA
Exhibit A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-l(k)(1) under the Securities
and Exchange Act of 1934, as amended (the "Act") by and among the parties
listed below, each referenced to herein as a "Joint Filer". The Joint
Filers agree that a statement of beneficial ownership as required by
Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed
on each of their behalf on Schedule 13G or Schedule 13D, as appropriate,
and that said joint filing may thereafter be amended by further joint
filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
Date: February 13, 2017
DAFNA Capital Management, LLC
By: /s/ Nathan Fischel
Nathan Fischel, MD, CFA, CEO
/s/ Nathan Fischel
Nathan Fischel, MD, CFA
/s/ Fariba Ghodsian
Fariba Ghodsian, Ph. D. MBA
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