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Echo Therapeutics, Inc. 4

Accession 0001140361-13-045902

CIK 0001031927operating

View on SEC.gov Company Profile

Filed

Dec 11, 7:00 PM ET

Accepted

Dec 12, 5:26 PM ET

Size

33.9 KB

Accession

0001140361-13-045902

Insider Transaction Report

Form 4

Period: 2013-12-10

Echo Therapeutics, Inc.ECTE

Nordlicht Mark

10% Owner

Transactions

Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)

LANDESMAN URI

10% Owner

Transactions

Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)

Platinum Long Term Growth VII, LLC

10% Owner

Transactions

Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)

Platinum Liquid Opportunity Management (NY) LLC

10% Owner

Transactions

Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)

Platinum Partners Liquid Opportunity Master Fund L.P.

10% Owner

Transactions

Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)

Platinum Management (NY) LLC

10% Owner

Transactions

Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)

Platinum Partners Value Arbitrage Fund, LP

10% Owner

Transactions

Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)
Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)

Platinum-Montaur Life Sciences, LLC

10% Owner

Transactions

Purchase
Common Stock
2013-12-10$2.75/sh+55,655$153,051→ 507,824 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Purchase
Common Stock
2013-12-10$2.75/sh+13,914$38,264→ 578,452 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+349,723$961,738→ 349,723 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
→ Common Stock (349,723 underlying)
Purchase
Series E Preferred Stock
2013-12-10$2.75/sh+1,398,890$3,846,948→ 1,398,890 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
→ Common Stock (1,398,890 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Liquid Opportunity Master Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (36,363 underlying)
Purchase
Warrants
2013-12-10+1→ 1 total(indirect: By Platinum Partners Value Arbitrage Fund L.P.)
Exercise: $2.75From: 2014-06-11Exp: 2018-12-10→ Common Stock (145,455 underlying)

Footnotes (8)

[F1]This Form 4 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Long Term Growth VII, LLC ("Platinum VII"), Platinum-Montaur Life Sciences, LLC ("Platinum-Montaur"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management"), Mark Nordlicht and Uri Landesman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
[F2]Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA.
[F3]Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO.
[F4]The shares of Series E Preferred Stock (the "Preferred Stock") are immediately exercisable. Pursuant to the terms of the Preferred Stock, the number of shares of Common Stock that the Preferred Stock can be converted into is limited, pursuant to the terms of the Preferred Stock, to the number of shares of Common Stock to be issued pursuant to such conversion that would not exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder ("Section 13(d)")) 19.99% of all of the Common Stock outstanding at such time (the "19.99% Preferred Stock Blocker").
[F5]The 19.99% Preferred Stock Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Preferred Stock Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Preferred Stock Blocker, with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Stock.
[F6]The Preferred Stock also contains restrictions on conversion such that the holder may not convert the Preferred Stock if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the holder at such time (as determined in accordance with Section 13(d)), in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Preferred Stock Blocker"). The 9.99% Preferred Stock Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Preferred Stock Blocker.
[F7]Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 19.99% of all of the Common Stock outstanding at such time (the "19.99% Warrant Blocker"). The 19.99% Warrant Blocker may be waived only upon (A) the holder providing the Issuer with 61 days' notice that the holder would like to waive the 19.99% Warrant Blocker and (B) the stockholders of the Issuer approving the waiver of the 19.99% Warrant Blocker, with regard to any or all shares of Common Stock issuable upon exercise of the Warrant.
[F8]Pursuant to the terms of the Warrants, the Warrants may not be exercised if the exercise would result in the holder beneficially owning (as determined in accordance with Section 13(d)) in excess of 9.99% of all of the Common Stock outstanding at such time (the "9.99% Warrant Blocker"). The 9.99% Warrant Blocker may be waived upon the holder providing the Issuer with 61 days' notice that such holder would like to waive the 9.99% Warrant Blocker.

Documents

1 file

4
doc1.xmlPrimary
FORM 4

Issuer

Echo Therapeutics, Inc.

CIK 0001031927

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001031927

Filing Metadata

Form type: 4
Filed: Dec 11, 7:00 PM ET
Accepted: Dec 12, 5:26 PM ET
Size: 33.9 KB

View on SEC.gov