Statement of Changes in Beneficial Ownership (4)
June 22 2021 - 05:26PM
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
|
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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
|
|
1. Name
and Address of Reporting Person * Pershing
Edward |
2. Issuer Name and Ticker or Trading
Symbol PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT
] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
10025 INVESTMENT DRIVE,, SUITE 250 |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/17/2021
|
(Street)
KNOXVILLE, TN 37932
(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 |
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 |
8% Secured Convertible Promissory Notes due
2021 (1) |
$2.862 |
6/17/2021 |
|
A |
|
$1370687 |
|
6/17/2021 |
6/20/2021 |
Series D-1 Convertible Preferred
Stok |
478926 |
$0 |
$1370687 |
D |
|
8% Secured Convertible Promissory Notes due
2021 (2) |
$2.862 |
6/20/2021 |
|
M |
|
|
$1370687 |
6/17/2021 |
6/20/2021 |
Series D-1 Convertible Preferred
Stock |
478926 |
$0 |
0 |
D |
|
Series D-1 Convertible Preferred
Stock |
(3) |
6/20/2021 |
|
M |
|
478926 |
|
6/20/2021 |
(4) |
Common Stock |
4789.260 |
$0 |
478926 |
D |
|
Explanation of
Responses: |
(1) |
The Issuer issued the 8%
secured convertible promissory notes due 2021 to the Reporting
Person on various dates in 2018, which were amended on February 12,
2019 (the "Notes"). At the time of issuance, the Issuer had not
filed a Certificate of Designation for the Series D-1 Convertible
Preferred Stock, par value $0.001 per share ("Series D-1
Convertible Preferred Stock") and, therefore, there was no security
underlying the Notes into which the Notes could convert. On June
17, 2021, the Issuer filed a Certificate of Designation with the
Delaware Secretary of State to create the Series D-1 Convertible
Preferred Stock and, upon the filing of the Certificate of
Designation, the Notes became a derivative security. |
(2) |
On June 20, 2021, the Notes
automatically converted into Series D-1 Convertible Preferred Stock
at a conversion price of $2.862 per share in accordance with the
terms of the Notes. |
(3) |
Each share of Series D-1
Convertible Preferred Stock is convertible into 10 shares of the
Issuer's common stock, par value $0.001 per share ("Common
Stock"). |
(4) |
The Series D-1 Convertible
Preferred Stock will automatically convert into Common Stock on
June 20, 2026, unless earlier converted into Common Stock in
accordance with the terms of the Certificate of Designation for the
Series D-1 Convertible Preferred Stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Pershing Edward
10025 INVESTMENT DRIVE,
SUITE 250
KNOXVILLE, TN 37932 |
X |
|
|
|
Signatures
|
/s/ Edward Pershing |
|
6/22/2021 |
**Signature of
Reporting Person |
Date |
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