Statement of Changes in Beneficial Ownership (4)

Date : 09/12/2019 @ 8:47PM
Source : Edgar (US Regulatory)
Stock : Digirad Corporation (DRAD)
Quote : 2.97  0.19 (6.83%) @ 11:08PM

Statement of Changes in Beneficial Ownership (4)

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
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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
                      

1. Name and Address of Reporting Person *

Eberwein Jeffrey E.
2. Issuer Name and Ticker or Trading Symbol

DIGIRAD CORP [ DRAD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1048 INDUSTRIAL COURT
3. Date of Earliest Transaction (MM/DD/YYYY)

9/10/2019
(Street)

SUWANEE, GA 30024
(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
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    J(1)    4419  A  (1) 4419  D   
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    J(1)    91  A  (1) 91  I  By: Lone Star Value Investors GP, LLC (4)
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    J(1)    8932  A  (1) 8932  I  By: Jeffrey E. Eberwein Revocable Trust (5)
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    J(2)    218986  A  (2) 227918  I  By: Jeffrey E. Eberwein Revocable Trust (5)
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    J(2)    964498  A  (2) 964498  I  By: Lone Star Value Co-Invest I LP (6)
10% Series A Cumulative Perpetual Preferred Stock  9/10/2019    P    300000 (3) A $10  300000  I  By: Lone Star Value Investors, LP (7)
Common Stock                 88166  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
Put Option (Obligation to Buy)  $10  9/10/2019    S        100000    (8)  (8) 10% Series A Cumulative Perpetual Preferred Stock  100000   (8) 100000  D   

Explanation of Responses:
(1)  Acquired pursuant to the closing of the transactions contemplated by the Agreement and Plan of Merger by and among ATRM Holdings, Inc. ("ATRM"), Digirad Acquisition Corporation and the Issuer, dated as of July 3, 2019 (the "Merger Agreement"), in exchange for common stock of ATRM. Each share of ATRM common stock converted into the right to receive three one-hundredths (0.03) of a share of 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of the Issuer ("10% Preferred Stock").
(2)  Acquired pursuant to the Merger Agreement, in exchange for 10.00% Series B Cumulative Preferred Stock, par value $0.001 per share, of ATRM ("ATRM Preferred Stock"). Each share of ATRM Preferred Stock converted into the right to receive two and one-half (2.5) shares of 10% Preferred Stock.
(3)  Shares of 10% Preferred Stock purchased from the Issuer by Lone Star Value Investors, LP ("Lone Star Value Investors") in a private placement which closed on September 10, 2019, at a purchase price of $10 per share.
(4)  Securities owned directly by Lone Star Value Investors GP, LLC ("Lone Star Value GP"). Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, may be deemed to beneficially own the shares owned directly by Lone Star Value GP. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(5)  Securities held in the Jeffrey E. Eberwein Revocable Trust (the "Eberwein Trust"). Mr. Eberwein, as the trustee of the Eberwein Trust, may be deemed to beneficially own the securities held in the Eberwein Trust. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(6)  Securities owned directly by Lone Star Value Co-Invest I, LP ("Lone Star Value Co-Invest"). Mr. Eberwein, solely by virtue of his position as the sole investor and sole owner of Lone Star Value Co-Invest and the manager of Lone Star Value GP, the general partner of Lone Star Value Co-Invest, may be deemed to beneficially own the securities owned by Lone Star Value Co-Invest. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(7)  Securities owned directly by Lone Star Value Investors. Mr. Eberwein, solely by virtue of his position as the manager of Lone Star Value GP, the general partner of Lone Star Value Investors, and sole member of Lone Star Value Management, LLC, the investment manager of Lone Star Value Investors, may be deemed to beneficially own the securities owned by Lone Star Value Investors. Mr. Eberwein expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(8)  Mr. Eberwein entered into an agreement with the Issuer, pursuant to which the Issuer has the right to require Mr. Eberwein to acquire up to 100,000 shares of 10% Preferred Stock at a price of $10 per share for aggregate proceeds of up to $1,000,000 at any time, in the Issuer's discretion, during the 12 months following the effective time of the Merger (as defined and described in the Merger Agreement).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Eberwein Jeffrey E.
1048 INDUSTRIAL COURT
SUWANEE, GA 30024
X



Signatures
/s/ Jeffrey E. Eberwein 9/12/2019
**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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