Statement of Changes in Beneficial Ownership (4)
January 25 2023 - 04:31PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Facchini Peter
J. |
2. Issuer Name and Ticker or Trading
Symbol Enveric Biosciences, Inc. [ ENVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Scientific Officer |
(Last)
(First)
(Middle)
C/O ENVERIC BIOSCIENCES, INC., 4851 TAMIAMI TRAIL N, SUITE
200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/13/2021
|
(Street)
NAPLES, FL 34103
(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 |
Common Stock |
10/13/2021 |
|
A |
|
1021 (1) |
A |
$0 |
13356 (2) |
D |
|
Common Stock |
10/13/2021 |
|
A |
|
10500 (3) |
A |
$0 |
23856 (2) |
D |
|
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 |
Explanation of
Responses: |
(1) |
The reporting person
received the restricted stock units (RSUs) as a one-time signing
bonus upon the commencement of the reporting person's employment
with the Company. 50% of the RSUs shall vest over 2 years in equal
annual installments, with the first tranche to vest on September
16, 2022. 50% of the RSUs shall vest over 2 years in equal annual
installments, if the Company's average VWAP exceeds 110% and 120%
of $158.925, respectively. |
(2) |
Includes 10,633 shares
previously held through the Facchini 2020 Family Trust, which were
distributed to the reporting person and are now owned
directly. |
(3) |
50% of the RSUs shall vest
over 4 years in equal annual installments, with the first tranche
to vest on September 16, 2022. 50% of the RSUs shall vest in 3
approximately equal tranches on each of December 31, 2022, 2023 and
2024, if the Company's average VWAP (calculated as the average over
the fourth calendar quarter of each of 2022, 2023 and 2024, as
applicable, of the daily volume weighted average price of a share
of common stock), exceeds $119.00, $130.50 and $143.50,
respectively. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Facchini Peter J.
C/O ENVERIC BIOSCIENCES, INC.
4851 TAMIAMI TRAIL N, SUITE 200
NAPLES, FL 34103 |
|
|
Chief Scientific Officer |
|
Signatures
|
/s/ Peter J. Facchini |
|
1/25/2023 |
**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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