Statement of Changes in Beneficial Ownership (4)
April 03 2019 - 6:34PM
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
*
Errico Joseph P
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2. Issuer Name
and
Ticker or Trading Symbol
electroCore, Inc.
[
ECOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
150 ALLEN ROAD, SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2019
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(Street)
BASKING RIDGE, NJ 07920
(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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Common Stock
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4/1/2019
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S
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10408
(1)
(2)
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D
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$6.97
(2)
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571941
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D
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Common Stock
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69444
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I
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Via Errico 2010 Dynasty Trust
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Common Stock
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55729
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I
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Via children
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Common Stock
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111318
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I
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Via Core Ventures 2010, LLC
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Common Stock
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46378
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I
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Via 2010 Core Investment Partners, LLC
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Common Stock
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406566
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I
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Via Core Ventures II, LLC
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Common Stock
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24779
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I
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Via Core Ventures IV, LLC
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Common Stock
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40280
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I
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Via ECNG, LLC
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Common Stock
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382607
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I
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Via NeuroCore Investment Partners, LLC
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$6.72
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4/1/2019
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A
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106112
(4)
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4/1/2020
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4/1/2029
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Common Stock
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106112
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$0.00
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106112
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D
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Restricted Stock Units
(3)
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$0.00
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4/1/2019
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A
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25706
(5)
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4/1/2020
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(5)
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Common Stock
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25706
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$0.00
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25706
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D
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Explanation of Responses:
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(1)
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These shares were sold pursuant to the Reporting Person's written trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.55 to $7.08 per share. The Reporting Person undertakes to provide to electroCore, Inc., any security holder of electroCore, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold by it at each separate price on April 1, 2019.
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(3)
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Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock of the Issuer.
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(4)
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On April 1, 2019, the Reporting Person was granted 106,112 options to purchase shares of Common Stock of the Issuer, with 25% of such options vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the succeeding three year period.
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(5)
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On April 1, 2019, the Reporting Person was granted 25,706 RSUs, with 25% of such RSUs vesting on the first anniversary of the date of grant and the remainder vesting in equal quarterly installments over the succeeding three year period.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Errico Joseph P
150 ALLEN ROAD, SUITE 201
BASKING RIDGE, NJ 07920
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X
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X
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See Remarks
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Signatures
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/s/ John L. Cleary, II, attorney-in-fact
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4/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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