Statement of Changes in Beneficial Ownership (4)
December 06 2022 - 04:01PM
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).
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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
Estimated average burden
hours per response... 0.5 |
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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 * LEONBERGER
FREDERICK J |
2. Issuer Name and Ticker or Trading
Symbol Lightwave Logic, Inc. [ LWLG ] |
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)
369 INVERNESS PARKWAY, SUITE 350 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/2/2022
|
(Street)
ENGLEWOOD, CO 80112
(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 |
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)
|
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
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
LEONBERGER FREDERICK J
369 INVERNESS PARKWAY
SUITE 350
ENGLEWOOD, CO 80112 |
X |
|
|
|
Signatures
|
/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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