Statement of Changes in Beneficial Ownership (4)
June 22 2021 - 5:26PM
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
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1. Name and Address of Reporting Person
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Bailey Webster |
2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC.
[
PVCT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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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)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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. 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 | | $118267 | | 6/17/2021 | 6/20/2021 | Series D-1 Convertible Preferred Stok | 41323 | $0 | $118267 | D | |
8% Secured Convertible Promissory Notes due 2021 (2) | $2.862 | 6/20/2021 | | M | | | $118267 | 6/17/2021 | 6/20/2021 | Series D-1 Convertible Preferred Stock | 41323 | $0 | 0 | D | |
Series D-1 Convertible Preferred Stock | (3) | 6/20/2021 | | M | | 41323 | | 6/20/2021 | (4) | Common Stock | 413230 | $0 | 41323 | D | |
Explanation of Responses: |
(1) | The Issuer issued the 8% secured convertible promissory notes due 2021 to the Reporting Person on March 11, 2019, which were amended on May 14, 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Bailey Webster 10025 INVESTMENT DRIVE, SUITE 250 KNOXVILLE, TN 37932 | X |
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Signatures
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/s/ Webster Bailey | | 6/22/2021 |
**Signature of Reporting Person | Date |
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