Statement of Changes in Beneficial Ownership (4)
March 25 2022 - 5:16PM
Edgar (US Regulatory)
FORM 4
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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
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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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Grossman Adam S |
2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC.
[
ADMA
]
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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)
3/23/2022 |
(Street)
RAMSEY, NJ 07446
(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 | 3/23/2022 | | F | | 50539 | D | $1.46 | 2360044 (1)(2)(3) | D | |
Common Stock | | | | | | | | 1128444 | I | See Footnote (4) |
Common Stock | | | | | | | | 580957 | I | See Footnote (5) |
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 |
Explanation of Responses: |
(1) | Includes (i) 300,000 RSUs granted on March 7, 2022 that will vest quarterly on the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date; (ii) 907,500 unvested 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; (iii) 577,665 unvested 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 |
(2) | (continued from footnote 1) Compensation Committee of the Board of Directors, of which (x) 247,253 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 (y) 330,412 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; (iv) 162,893 unvested RSUs granted on February 25, 2021, of which 137,362 unvested 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 25,531 unvested 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 |
(3) | (continued from footnote 2) 2. person's continued service as of the applicable vesting date and 25,531 unvested 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; (v) 50,000 unvested 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 (vi) 361,986 shares of common stock owned by the reporting person, which reflects shares previously purchased in the open market and the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes. |
(4) | These shares are owned by Areth, LLC ("Areth"). The reporting person is a control person of Areth. |
(5) | These shares are owned by Hariden, LLC ("Hariden"). The reporting person is the managing member of Hariden. |
Reporting Owners
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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 |
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Signatures
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/s/ Adam S. Grossman, by Brian Lenz as Attorney-in-fact | | 3/25/2022 |
**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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