Statement of Changes in Beneficial Ownership (4)
November 20 2020 - 6:08PM
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
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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
*
Eberwein Jeffrey E. |
2. Issuer Name and Ticker or Trading Symbol
DIGIRAD CORP
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DRAD
]
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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)
C/O DIGIRAD CORPORATION, 1048 INDUSTRIAL COURT |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/18/2020 |
(Street)
SUWANEE, GA 30024
(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 | 11/18/2020 | | P | | 12134 | A | $2.52 | 149347 | D | |
Common Stock | 11/19/2020 | | P | | 7866 | A | $2.46 (1) | 157213 | D | |
10% Series A Cumulative Perpetual Preferred Stock | | | | | | | | 960036 (2) | D | |
10% Series A Cumulative Perpetual Preferred Stock | | | | | | | | 350000 | I | By: Jeffrey E. Eberwein Revocable Trust (3) |
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 |
Restricted Stock Unit | (4)(5) | 11/19/2020 | | A | | 3719 | | (6) | (6) | Common Stock | 3719 | (4)(5) | 3719 | D | |
Explanation of Responses: |
(1) | The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $2.43 to $2.51, rounded to the nearest cent, inclusive. Mr. Eberwein undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price such shares were purchased. |
(2) | Includes 114,624 shares of 10% Series A Cumulative Perpetual Preferred Stock previously held indirectly by Mr. Eberwein through the Jeffrey E. Eberwein Revocable Trust (the "Eberwein Trust"), and which are now held directly by Mr. Eberwein as a result of a change in the form of beneficial ownership of such shares. |
(3) | Securities held in 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. |
(4) | Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock. |
(5) | Award of Restricted Stock Units made in accordance with the Digirad Corporation 2018 Incentive Plan and in lieu of a quarterly cash board retainer fee in the amount of $9,000. The number of Restricted Stock Units granted was determined using the closing sales price per share on the grant date ($2.42). |
(6) | One hundred percent (100%) of the Restricted Stock Units are scheduled to vest on the one (1) year anniversary of November 19, 2020, subject to the reporting person continuing to be a service provider through such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eberwein Jeffrey E. C/O DIGIRAD CORPORATION 1048 INDUSTRIAL COURT SUWANEE, GA 30024 | X |
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Signatures
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/s/ Jeffrey E. Eberwein | | 11/20/2020 |
**Signature of Reporting Person | Date |
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