Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 03:52PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
ZYNERBA PHARMACEUTICALS, INC.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
98986X109
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
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Rule 13d-1(b)
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☐
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Rule 13d-1(c)
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☒
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Rule 13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“
Act
”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Michael
Rapp
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
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5.
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Sole Voting
Power
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1,469,115
shares
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Shares
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Beneficially
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6.
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Shared Voting
Power
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0 shares
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Owned by
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Each
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7.
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Sole Dispositive
Power
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1,469,115
shares
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Reporting
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Person With
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8.
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Shared Dispositive
Power
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0 shares
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,469,115
shares
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10.
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Check
if the Aggregate Amount in Row (9) Excludes ☐
Certain
Shares (See Instructions)
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11.
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Percent
of Class Represented by Amount in Row (9)
10.84%
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12.
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Type
of Reporting Person (See Instructions)
IN
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CUSIP
No.
98986X109
Item
1.
(a)
Name of Issuer:
Zynerba Pharmaceuticals, Inc. (the “Issuer”).
(b)
Address of the Issuer’s Principal Executive Offices:
80 W. Lancaster Avenue, Suite 300, Devon, PA 19333.
Item
2.
(a)
Name of Person Filing:
This statement on Schedule 13G is being filed by Michael Rapp (the “Reporting Person”).
(b)
Address of Principal Business Office:
The principal business office of the Reporting Person is c/o Broadband Capital Investments
LLC, 1110 Brickell Avenue, Suite 430, Miami, Florida 33131.
(c)
Citizenship:
The Reporting Person is a United States citizen.
(d)
Title and Class of Securities:
Common stock (“Common Stock”)
(e)
CUSIP Number:
98986X109
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item
4. Ownership:
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a)
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Amount Beneficially Owned:
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Michael Rapp –
1,469,115 shares of Common Stock
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(b)
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Percent of Class:**
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Michael Rapp –
10.84%
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CUSIP
No.
98986X109
(c)
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Number of shares as to which such
person has:
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(i)
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sole power to vote or to
direct the vote
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Michael Rapp –
1,469,115 shares of Common Stock
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(ii)
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shared power to vote or to direct the vote
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Michael Rapp –
0 shares
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(iii)
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sole power to dispose or to direct the disposition
of
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Michael Rapp –
1,469,115 shares of Common Stock
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(iv)
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shared power to dispose or to direct the disposition
of
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Michael Rapp –
0 shares
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**
The beneficial ownership percentages herein are based 13,553,873 shares of Common Stock issued and outstanding as of November
10, 2017, as disclosed in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 14, 2017.
Item
5. Ownership of Five Percent or Less of a Class:
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another Person:
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person:
Not
applicable.
Item
8. Identification and Classification of Members of the Group:
Not
applicable.
Item
9. Notice of Dissolution of Group:
Not
applicable.
CUSIP
No.
98986X109
Item
10. Certification:
By
signing below I hereby 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 of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No.
98986X109
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.
Dated:
February 13, 2018
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MICHAEL
RAPP
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/s/ Michael Rapp
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