Initial Statement of Beneficial Ownership (3)
December 08 2017 - 11:48AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Whaley Glenn
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/29/2017
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3. Issuer Name
and
Ticker or Trading Symbol
PERNIX THERAPEUTICS HOLDINGS, INC. [PTX]
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(Last)
(First)
(Middle)
C/O PERNIX THERAPEUTICS HOLDINGS, INC., 10 NORTH PARK PLACE, SUITE 201
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Inter VP Fin, POA & Controller /
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(Street)
MORRISTOWN, NJ 07960
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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1100
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(2)
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3/24/2025
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Common Stock
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6000
(6)
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$103.1
(6)
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D
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Stock Option (Right to Buy)
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(3)
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2/25/2026
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Common Stock
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3500
(6)
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$21.4
(6)
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D
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Stock Option (Right to Buy)
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(4)
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2/25/2026
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Common Stock
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14000
(6)
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$21.4
(6)
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D
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Stock Option (Right to Buy)
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(5)
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8/8/2027
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Common Stock
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4000
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$2.92
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D
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Explanation of Responses:
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(1)
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Consists of previously-awarded restricted share units that vest in four equal annual installments of 275 shares, with the first installment vesting on August 8, 2018, which is the one year anniversary of the grant date.
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(2)
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The option vests and becomes exercisable over a four-year period commencing on March 24, 2015. Twenty-five percent (25%) of the option vested and became exercisable on March 24, 2016, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
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(3)
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The option vests and becomes exercisable over a four-year period commencing on February 25, 2016. Twenty-five percent (25%) of the option vested and became exercisable on February 25, 2017, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
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(4)
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The option vests and becomes exercisable over a four-year period commencing on February 25, 2016. Twenty-five percent (25%) of the option vested and became exercisable on February 25, 2017, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
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(5)
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The option vests and becomes exercisable over a four-year period commencing on August 8, 2017. Twenty-five percent (25%) of the option vests and becomes exercisable on August 8, 2018, with the balance vesting in equal annual installments over the remaining three years of the four-year period, subject to continued service with the Issuer.
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(6)
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Exercise price and number of option shares have been adjusted to reflect the Issuer's 1-for-10 stock split of its issued and outstanding shares of common stock effected on October 13, 2016.
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Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Whaley Glenn
C/O PERNIX THERAPEUTICS HOLDINGS, INC.
10 NORTH PARK PLACE, SUITE 201
MORRISTOWN, NJ 07960
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Inter VP Fin, POA & Controller
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Signatures
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/s/ Kenneth R. Pina, attorney-in-fact
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12/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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