4//SEC Filing
KLING ARNOLD P 4
Accession 0001144204-18-014907
CIK 0001099215other
Filed
Mar 14, 8:00 PM ET
Accepted
Mar 15, 4:06 PM ET
Size
13.8 KB
Accession
0001144204-18-014907
Insider Transaction Report
Form 4
PROTALEX INCPRTX
KLING ARNOLD P
Director10% Owner
Transactions
- Sale
Call Options (obligation to sell)
2018-03-13+166,667→ 166,667 total(indirect: By LLC)Exercise: $0.01From: 2018-03-13Exp: 2023-02-28→ Common Stock (166,667 underlying)
Holdings
- 62(indirect: By Spouse)
Common Stock
- 600,000
Options
Exercise: $0.54From: 2018-02-08Exp: 2023-02-08→ Common Stock (600,000 underlying) - 41,133,892(indirect: By LLC)
Common Stock
- 5,000
Common Stock
- 4,750,000(indirect: By LLC)
Call Options (obligation to sell)
Exercise: $0.01From: 2018-02-28Exp: 2023-02-28→ Common Stock (4,750,000 underlying)
NIOBE VENTURES, LLC
10% Owner
Transactions
- Sale
Call Options (obligation to sell)
2018-03-13+166,667→ 166,667 total(indirect: By LLC)Exercise: $0.01From: 2018-03-13Exp: 2023-02-28→ Common Stock (166,667 underlying)
Holdings
- 41,133,892(indirect: By LLC)
Common Stock
- 600,000
Options
Exercise: $0.54From: 2018-02-08Exp: 2023-02-08→ Common Stock (600,000 underlying) - 5,000
Common Stock
- 62(indirect: By Spouse)
Common Stock
- 4,750,000(indirect: By LLC)
Call Options (obligation to sell)
Exercise: $0.01From: 2018-02-28Exp: 2023-02-28→ Common Stock (4,750,000 underlying)
Footnotes (6)
- [F1]These securities are owned directly by Niobe Ventures, LLC ("Niobe") and indirectly by Arnold P. Kling as manager of the LLC.
- [F2]These securities are beneficially owned solely by Arnold P. Kling.
- [F3]These shares are beneficially owned by Arnold P. Kling's wife as custodian for their children under the Uniform Gifts to Minors Act. Mr. Kling disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.
- [F4]Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date.
- [F5]On February 28, 2018, in connection with a private placement (the "Offering") of $1.425 million of 10% Senior Convertible Notes (the "Notes") by the Issuer and the conversion into shares of the Issuer's common stock at $1.20 per share (as set forth in table I) of the entire principal balance of loans outstanding (in the aggregate amount of approximately $22,269,366) from Niobe to the Issuer, Niobe wrote call options to the Issuer which entitles the Issuer to repurchase shares of the Issuer's common stock from Niobe upon each event of conversion of the Notes up to a maximum of 4,750,000 shares.
- [F6]On March 13, 2018, as a result of an additional issuance of Notes in the principal amount of $50,000 in the Offering, Niobe wrote additional call options to the Issuer for an additional 166,667 shares of the Issuer's common stock. In the aggregate, the maximum number of shares covered by the call options, including the call options issued on 2/28/18, increased to 4,916,667 shares.
Documents
Issuer
PROTALEX INC
CIK 0001099215
Entity typeother
Related Parties
1- filerCIK 0001276711
Filing Metadata
- Form type
- 4
- Filed
- Mar 14, 8:00 PM ET
- Accepted
- Mar 15, 4:06 PM ET
- Size
- 13.8 KB