4/A//SEC Filing
Cavalier David 4/A
Accession 0001223692-09-000042
CIK 0001261734other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 2:59 PM ET
Size
21.6 KB
Accession
0001223692-09-000042
Insider Transaction Report
Form 4/AAmended
Cavalier David
Director10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2009-12-23$0.43/sh+10,000$4,300→ 25,298,733 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2009-12-17$0.35/sh+20,000$7,076→ 25,258,733 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2009-12-21$0.43/sh+10,000$4,338→ 25,278,733 total(indirect: See Footnote) - Conversion
Common Stock, par value $0.01 per share
2009-12-24+714,286→ 26,013,019 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2009-12-18$0.38/sh+10,000$3,825→ 25,268,733 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2009-12-22$0.41/sh+10,000$4,150→ 25,288,733 total(indirect: See Footnote) - Purchase
Common Stock, par value $0.01 per share
2009-12-28$0.47/sh+10,000$4,750→ 26,023,019 total(indirect: See Footnotes)
Footnotes (9)
- [F1]As of December 28, 2009, Xmark Opportunity Fund, L.P., a Delaware limited partnership ("Opportunity LP"), held (i) 7,953,514 common shares, $0.01 par value per share (the "Common Shares"), of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), (ii) warrants to purchase up to 13,768,928 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "LP Warrant"), (iii) a put option to acquire up to an additional 1,767,857 additional Units (the "Additional Units "), comprised of an aggregate of 1,767,857 shares of common stock of the Company and warrants to purchase up to an aggregate of 3,535,714 additional shares of common stock at the per Additional Unit purchase price of $0.28 (the "LP Call Option") and (iv) a call option to require Opportunity LP to acquire up to 1,767,857 Additional Units, less any Additional Units acquired under the LP Call Option, at the per Additional Unit purchase price of $0.28 (the "LP Put Option").
- [F2]As of December 28, 2009, Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company ("Opportunity Ltd"), held (i) 17,045,774 Common Shares of the Company, (ii) warrants to purchase up to 29,345,357 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "Ltd Warrant"), (iii) a put option to acquire up to an additional 4,125,000 Additional Units, comprised of an aggregate of 4,125,000 shares of common stock of the Company and warrants to purchase up to an aggregate of 8,250,000 additional shares of common stock at the per Additional Unit purchase price of $0.28 (the "Ltd Call Option") and (iv) a call option to require Opportunity LP to acquire up to 1,767,857 Additional Units, less any Additional Units acquired under the Ltd Call Option, at the per Additional Unit purchase price of $0.28 (the "Ltd Put Option").
- [F3]As of December 28, 2009, Xmark JV Investment Partners, LLC, a Delaware limited liability company ("JV Partners"), held 1,023,731 Common Shares of the Company and warrants to purchase up to 500,000 Common Shares of the Company at an exercise price of $0.28 per share subject to certain adjustments (the "JV Warrant").
- [F4]On December 24, 2009, the Company entered into amendment (the "Amendment") to the Securities Purchase and Exchange Agreement dated October 6, 2009 (the "Agreement") pursuant to which the Company agreed to lower the conversion price of the Company's Senior Convertible Notes issued in 2008 (the "Notes") from $0.35 per share to $0.28 per share and as a result, issued to Opportunity LP and Opportunity Ltd an additional 714,286 shares of the Company's Common Stock upon conversion of the Notes. The Amendment was executed to resolve a misunderstanding regarding one of the Financing terms between the Company and the investors in the Financing.
- [F5]All of the warrants may be exercised within 60 days of this filing.
- [F6]The LP Warrant, Ltd Warrant and JV Warrant each contain an issuance limitation prohibiting the Investors from exercising those securities to the extent that such exercise would result in beneficial ownership by the Investors of more than 9.99% of the Common Shares then issued and outstanding, which prohibition cannot be removed by the holder before the 61st day after such holder's notice to the Company of its election to remove such prohibition.
- [F7]The reporting person, David Cavalier, is Chief Operating Officer of Xmark Capital Partners, LLC, the Managing Member of Opportunity Partners, LLC, a Delaware limited liability company ("Opportunity Partners"). Opportunity Partners is the sole member of the investment manager of Opportunity LP and Opportunity Ltd, and the investment manager of JV Partners, and, as such, possesses sole power to vote and direct the disposition of all securities of the Company held by Opportunity LP, Opportunity Ltd and JV Partners. Opportunity Partners' interest in the securities reported herein is limited to the extent of its pecuniary interest in Opportunity LP, Opportunity Ltd and JV Partners, if any. Mitchell D. Kaye, the Chief Executive Officer of Xmark Capital Partners, LLC and David C. Cavalier share voting and investment power with respect to all securities beneficially owned by Opportunity Partners.
- [F8]The transaction on December 24, 2009 was previously reported on a Form 4 filed on December 28, 2009. The transactions are being reported under this Form 4/A to correct the transaction code and the amount of securities beneficially owned.
- [F9]The purchase of common stock on December 17, 2009, December 18, 2009, December 21, 2009, December 22, 2009, December 23, 2009 and December 28, 2009 have not previously been reported on a Form 4.
Documents
Issuer
AEOLUS PHARMACEUTICALS, INC.
CIK 0001261734
Entity typeother
Related Parties
1- filerCIK 0001289783
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 2:59 PM ET
- Size
- 21.6 KB