Statement of Changes in Beneficial Ownership (4)
October 26 2021 - 7:01AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Grossman Adam S |
2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC.
[
ADMA
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O ADMA BIOLOGICS, INC., 465 STATE ROUTE 17 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/25/2021 |
(Street)
RAMSEY, NJ 07446
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 10/25/2021 | | P | | 100000 (1) | A | $1 | 2137616 (2)(3)(4)(5) | D | |
Common Stock | 10/25/2021 | | P | | 250000 (1) | A | $1 | 1128444 | I | See Footnote (6) |
Common Stock | | | | | | | | 580957 | I | See Footnote (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Represents a purchase from the underwriters in the October 2021 public offering of the issuer. |
(2) | Includes (i) 907,500 Time-Based RSUs granted on September 29, 2021, subject to time based vesting conditions (the "Time-Based RSUs"), of which (x) 50% of the Time Based RSUs shall vest on December 31, 2022 ("Initial Vesting Date") and (y) 50% of the Time-Based RSUs shall vest in eight (8) equal quarterly installments over a period of two years following the Initial Vesting Date, becoming fully vested on December 31, 2024 and that will be settled into common stock upon vesting, subject to the reporting person's continued employment on the applicable vesting date; |
(3) | (ii) 742,500 Milestone-Based RSUs granted on September 29, 2021, subject to milestone-based vesting conditions (the "Milestone-Based RSUs") established by the Board of Directors, upon the recommendation of the Compensation Committee of the Board of Directors, of which (x) 22.2% of the Milestone-Based RSUs shall become vested upon the completion of a debt refinancing which adds non-dilutive capital to the Company's balance sheet before or during the calendar year ending December 31, 2022, (y) 33.3% of the Milestone-Based RSUs shall become vested upon the achievement of a 15% gross margin on BIVIGAM without intermediates by the end of the fourth quarter of 2022, and (z) 44.5% of the Milestone-Based RSUs shall become vested upon the achievement of $35 million in quarterly revenues in or before the fourth quarter of 2022 and that will be settled into common stock upon vesting, subject to the reporting person's continued employment on the applicable vesting date; |
(4) | (iii) 221,447 RSUs granted on February 25, 2021, of which 183,150 RSUs will vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and 38,297 RSUs are subject to cliff vesting with one-third of such RSUs vesting on each anniversary of the date of grant over three years, subject to the reporting person's continued service as of the applicable vesting date, and in each case will be settled into common stock upon vesting; |
(5) | (iv) 75,000 RSUs granted on February 28, 2020, which vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and will be settled into common stock upon vesting; and (v) 191,169 shares of common stock owned by the reporting person, which reflects the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes. |
(6) | These shares are owned by Areth, LLC ("Areth"). The reporting person is a control person of Areth. |
(7) | These shares are owned by Hariden, LLC ("Hariden"). The reporting person is the managing member of Hariden. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Grossman Adam S C/O ADMA BIOLOGICS, INC. 465 STATE ROUTE 17 RAMSEY, NJ 07446 | X |
| President and CEO |
|
Signatures
|
/s/ Adam S. Grossman, by Brian Lenz as Attorney-in-fact | | 10/25/2021 |
**Signature of Reporting Person | Date |
Adma Biologics (NASDAQ:ADMA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Adma Biologics (NASDAQ:ADMA)
Historical Stock Chart
From Apr 2023 to Apr 2024