Amended Statement of Changes in Beneficial Ownership (4/a)
July 07 2022 - 5:27PM
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
*
Sukhtian Ghiath M. |
2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc.
[
OTLK
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
7TH CIRCLE, ZAHRAN STREET, ZAHRAN PLAZA BLDG, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/21/2022 |
(Street)
AMMAN, M2 11844
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
4/22/2022 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ 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 (1) | 4/21/2022 | | J(2) | | 27982529 | A | (2) | 55816786 | I | See Footnotes (3)(4) |
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) | This Form 4/A corrects and replaces the Form 4 filed on April 22, 2022 (the "Original Form 4"), which due to an administrative error incorrectly identified Faisal Ghiath Sukhtian as a Reporting Person. The correct Reporting Person is Ghiath M. Sukhtian ("Ghiath Sukhtian"). No other changes have been made to the Original Form 4. |
(2) | On April 21, 2022, GMS Ventures & Investments ("GMS Ventures") entered into a share purchase agreement with BioLexis Pte Ltd. ("BioLexis"), pursuant to which, in connection with the transactions contemplated thereby (the "Restructuring"), GMS Ventures took direct ownership of the Issuer's shares that GMS Ventures and its affiliates (collectively, "GMS") indirectly held through its ownership in BioLexis. Upon the completion of the Restructuring, GMS will no longer be a shareholder in BioLexis. The transfer of the Issuer's shares to GMS Ventures in connection with the Restructuring occurred at the historic cost basis of GMS's investment in BioLexis for accounting purposes. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the price at which the transfer was effected. |
(3) | These securities are held of record by GMS Ventures. Ghiath Sukhtian, a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization. |
(4) | By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sukhtian Ghiath M. 7TH CIRCLE, ZAHRAN STREET ZAHRAN PLAZA BLDG, 4TH FLOOR AMMAN, M2 11844 | X | X |
|
|
GMS Ventures & Investments C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD. 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN, E9 KY1-9007 | X | X |
|
|
Signatures
|
/s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact | | 7/7/2022 |
**Signature of Reporting Person | Date |
/s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact | | 7/7/2022 |
**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. |
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Nov 2023 to Nov 2024