Statement of Changes in Beneficial Ownership (4)
July 08 2022 - 06:01PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
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 * Lazar David
E. |
2. Issuer Name and Ticker or Trading
Symbol TITAN PHARMACEUTICALS INC [ TTNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
VILLA 1, 14-43RD STREET, JUMEIRAH 2 |
3. Date of Earliest Transaction (MM/DD/YYYY)
7/6/2022
|
(Street)
DUBAI, C0 00000
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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, par value
$0.001 |
7/6/2022 |
|
P |
|
1165975 |
A |
$0.7735 (3) |
2587108 |
D (1)(2) |
|
Common Stock, par value
$0.001 |
7/7/2022 |
|
P |
|
744294 |
A |
$0.9929 (4) |
3331402 |
D (1)(2) |
|
Common Stock, par value
$0.001 |
7/6/2022 |
|
P |
|
315921 |
A |
$0.8926 (6) |
359066 |
I |
By Activist Investing LLC (1)(2)(5) |
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) |
This Form 4 is filed jointly
by Activist Investing LLC ("Activist Investing") and David E. Lazar
(collectively, the "Reporting Persons"). |
(2) |
Each Reporting Person
disclaims beneficial ownership of the securities of the Issuer
reported herein except to the extent of his or its pecuniary
interest therein, and this report shall not be deemed to be an
admission that any Reporting Person is the beneficial owner of such
securities for purposes of Section 16 or any other
purpose. |
(3) |
Represents a weighted
average price. These Shares were purchased in multiple transactions
at prices ranging from $0.5982 to $0.9964. The Reporting Persons
undertake to provide the Issuer, any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of Shares purchased
at each separate price within the range set forth in this
footnote. |
(4) |
Represents a weighted
average price. These Shares were purchased in multiple transactions
at prices ranging from $0.8399 to $1.1000. The Reporting Persons
undertake to provide the Issuer, any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of Shares purchased
at each separate price within the range set forth in this
footnote. |
(5) |
Securities of the Issuer
beneficially owned directly by Activist Investing. Mr. Lazar, as
the sole member and Chief Executive Officer of Activist Investing,
may be deemed the beneficial owner of the securities of the Issuer
beneficially owned by Activist Investing. |
(6) |
Represents a weighted
average price. These Shares were purchased in multiple transactions
at prices ranging from $0.6640 to $0.9499. The Reporting Persons
undertake to provide the Issuer, any security holder of the Issuer
or the staff of the Securities and Exchange Commission, upon
request, full information regarding the number of Shares purchased
at each separate price within the range set forth in this
footnote. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Lazar David E.
VILLA 1, 14-43RD STREET
JUMEIRAH 2
DUBAI, C0 00000 |
|
X |
|
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Activist Investing LLC
1185 AVENUE OF THE AMERICAS, 3RD FLOOR.
NEW YORK, NY 10036 |
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|
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Member of 10% owner group |
Signatures
|
/s/ David E. Lazar |
|
7/8/2022 |
**Signature of
Reporting Person |
Date |
Activist Investing LLC, By: /s/ David E. Lazar,
Chief Executive Officer |
|
7/8/2022 |
**Signature of
Reporting Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
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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