Statement of Changes in Beneficial Ownership (4)
December 06 2022 - 4:01PM
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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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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LEONBERGER FREDERICK J |
2. Issuer Name and Ticker or Trading Symbol
Lightwave Logic, Inc.
[
LWLG
]
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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)
369 INVERNESS PARKWAY, SUITE 350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/2/2022 |
(Street)
ENGLEWOOD, CO 80112
(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 | 12/2/2022 | | M | | 31000 | A | $0.73 | 36182 | D | |
Common Stock | 12/2/2022 | | S | | 31000 | D | $7.068 (1) | 5182 | D | |
Common Stock | 12/2/2022 | | X | | 125000 | A | $0.98 | 130182 (2) | D | |
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 |
Employee Stock Option (Right to Buy) | $0.73 | 12/2/2022 | | M | | | 31000 | (3) | 3/27/2027 | Common Stock | 31000 | $0 | 1024000 | D | |
Warrant (Right to Buy) | $0.98 | 12/2/2022 | | X | | | 125000 | (4) | 12/31/2022 | Common Stock | 125000 | $0 | 899000 (5) | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. Share prices on this transaction ranged from $7.03 to $7.16. The Reporting Person undertakes to provide to 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 sold at each separate price within the ranges set forth in footnote to this Form 4. |
(2) | The amount of securities reported in Column 5 includes a restricted stock award of 5,182 shares that vest in 3 equal annual installments over 3 years, with the first installment vesting December 31, 2022, subject to continued service with the Company through the applicable vesting dates. Any unvested 5,182 award shares are subject to forfeiture. |
(3) | On 03/28/2017 the registrant granted the reporting person an option to purchase up to 200,000 shares of company stock that vest pursuant to the following schedule: 50,000 options vest on April 1, 2017, and the remaining options vest in three equal annual installments of 50,000 options per year commencing on the 1st day of each one year anniversary of the initial vesting date. |
(4) | The warrant vests as follows: 31,256 on December 13, 2012 with remainder vesting in equal monthly installments of 7,812 over the next 12 months thereafter. |
(5) | Includes employee stock options to purchase up to 299,000 shares of common stock and warrants to purchase up to 600,000 shares of common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LEONBERGER FREDERICK J 369 INVERNESS PARKWAY SUITE 350 ENGLEWOOD, CO 80112 | X |
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Signatures
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/s/ James S. Marcelli, Attorney-in-fact for Frederick J. Leonberger | | 12/6/2022 |
**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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