Link Fund Solutions Ltd 3
3 · Evofem Biosciences, Inc. · Filed Oct 31, 2019
Insider Transaction Report
Form 3
Link Fund Solutions Ltd
10% Owner
Holdings
- 9,087,206(indirect: See Footnotes)
Common Stock, par value $0.0001 per share
Footnotes (4)
- [F1]On October 15, 2019, when Woodford Investment Management Ltd was removed as investment manager of LF Woodford Equity Income Fund ("WEIF"), the investment management role reverted to Link Fund Solutions Limited ("LFS") in its capacity as the authorised corporate director of WEIF. Pursuant to an agreement between WEIF and LFS, LFS has voting power over securities held of record by WEIF, including the Common Stock.
- [F2]WEIF has entered into a voting agreement with the Issuer, obligating WEIF to deliver to the Issuer a duly executed irrevocable proxy. WEIF has executed and delivered such proxy to the Issuer. The proxy appoints any designee of the Issuer as the sole and exclusive attorney and proxy of WEIF to represent WEIF and to vote at every meeting of the stockholders of the Issuer (including any actions by written consent) with respect to all the shares of Common Stock beneficially owned by WEIF in excess of 19.5% of the then outstanding shares of Common Stock of the Company in the same proportion as the shares voted by all other stockholders (excluding WEIF) voting on or consenting to such matters. Accordingly,
- [F3](Continued from footnote 2) LFS only has voting power with respect to the shares of Common Stock up to and including that 19.5% threshold, or 9,087,206 shares of Common Stock, based on 46,601,058 outstanding shares of Common Stock of the Issuer as of July 31, 2019 as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 6, 2019.
- [F4]The reporting person is expecting to rely on the exemption provided under Rule 16a-2(d)(1) under the Securities Exchange Act of 1934, as amended.