4//SEC Filing
BioLexis Pte Ltd. 4
Accession 0000947871-20-000253
CIK 0001649989other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 5:35 PM ET
Size
19.4 KB
Accession
0000947871-20-000253
Insider Transaction Report
Form 4
GMS Tenshi Holdings Pte. Ltd
DirectorChief Executive Officer10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-23+29,358,621→ 50,965,058 total - Disposition to Issuer
Series A-1 Convertible Preferred Stock
2020-03-19−68,112→ 0 total→ Common Stock (1,287,178 underlying) - Award
Series A-1 Convertible Preferred Stock
2020-03-19+68,112→ 68,112 total→ Common Stock (29,358,621 underlying) - Exercise/Conversion
Series A-1 Convertible Preferred Stock
2020-03-23−68,112→ 0 total→ Common Stock (29,358,621 underlying)
Holdings
- 2,460,630(indirect: See Footnotes)
Common Stock
Pillai Arun Kumar
Director10% Owner
Transactions
- Disposition to Issuer
Series A-1 Convertible Preferred Stock
2020-03-19−68,112→ 0 total→ Common Stock (1,287,178 underlying) - Award
Series A-1 Convertible Preferred Stock
2020-03-19+68,112→ 68,112 total→ Common Stock (29,358,621 underlying) - Exercise/Conversion
Common Stock
2020-03-23+29,358,621→ 50,965,058 total - Exercise/Conversion
Series A-1 Convertible Preferred Stock
2020-03-23−68,112→ 0 total→ Common Stock (29,358,621 underlying)
Holdings
- 2,460,630(indirect: See Footnotes)
Common Stock
Sukhtian Ghiath M.
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-23+29,358,621→ 50,965,058 total - Disposition to Issuer
Series A-1 Convertible Preferred Stock
2020-03-19−68,112→ 0 total→ Common Stock (1,287,178 underlying) - Award
Series A-1 Convertible Preferred Stock
2020-03-19+68,112→ 68,112 total→ Common Stock (29,358,621 underlying) - Exercise/Conversion
Series A-1 Convertible Preferred Stock
2020-03-23−68,112→ 0 total→ Common Stock (29,358,621 underlying)
Holdings
- 2,460,630(indirect: See Footnotes)
Common Stock
Footnotes (6)
- [F1]Each share of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred Stock") was convertible into shares of the Issuer's common stock, par value $0.01 per share ("Shares"), at any time at the election of the holder. The Series A-1 Preferred Stock had no expiration date.
- [F2]On March 19, 2020, the Issuer's stockholders approved, and the Issuer subsequently filed, a Certificate of Amendment of the Certificate of Designation of the Series A-1 Preferred Stock, which increased the effective conversion ratio of the Series A-1 Preferred Stock from $18.89797 per share to $431.03447263 per share.
- [F3]These securities are held of record by BioLexis Pte Ltd. ("BioLexis"). Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of BioLexis, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma.
- [F4]By virtue of the relationships described above in Footnote 3, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by BioLexis 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. BioLexis has designated a representative to serve on the Issuer's board of directors. Therefore, BioLexis, GMS Pharma, Tenshi, Kumar and Ghiath Sukhtian may each be deemed a director by deputization. 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.
- [F5]These securities are held of record by GMS Ventures and Investments ("GMS Ventures").
- [F6]Ghiath Sukhtian, through GMS Holdings, is the holder of a controlling interest in GMS Ventures. By virtue of such relationship, 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 Exchange Act. Ghiath Sukhtian and GMS Ventures 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 Ghiath Sukhtian and GMS Ventures are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. GMS Ventures has designated one representative to serve on the Issuer's board of directors. Therefore, GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
Documents
Issuer
Outlook Therapeutics, Inc.
CIK 0001649989
Entity typeother
IncorporatedSingapore
Related Parties
1- filerCIK 0001716335
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 5:35 PM ET
- Size
- 19.4 KB