CUSIP No. 55414P108
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1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Phillip Frost, M.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) þ
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES
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5
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SOLE VOTING POWER
0
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BENEFICIALLY
OWNED BY
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6
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SHARED VOTING POWER
1,453,667(1)
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EACH
REPORTING
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7
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SOLE DISPOSITIVE POWER
0
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PERSON WITH | 8 |
SHARED DISPOSITIVE POWER
1,453,667(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,667(1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (based on 29,036,272 shares outstanding as of January 25, 2016)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Includes 1,381,667 shares of common stock and 72,000 shares of common stock underlying Series D Convertible Preferred Stock held by Frost Gamma Investments Trust (“FGIT”). Excludes (i) 4,338,400 shares of common stock underlying Series D Convertible Preferred Stock held by FGIT which contains a 4.99% beneficial ownership blocker and (ii) 666,667 shares of common stock underlying warrants held by FGIT which contains a 4.99% beneficial ownership blocker. Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
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CUSIP No. 55414P108
|
1
|
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frost Gamma Investments Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨
(b) þ
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
|
NUMBER OF SHARES
|
5
|
SOLE VOTING POWER
0
|
BENEFICIALLY
OWNED BY
|
6
|
SHARED VOTING POWER
1,453,667(1)
|
EACH
REPORTING
|
7
|
SOLE DISPOSITIVE POWER
0
|
PERSON WITH
|
8
|
SHARED DISPOSITIVE POWER
1,453,667(1)
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,667(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99% (based on 29,036,272 shares outstanding as of January 25, 2016)
|
12
|
TYPE OF REPORTING PERSON
OO
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|
(1)
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Includes 1,381,667 shares of common stock and 72,000 shares of common stock underlying Series D Convertible Preferred Stock held by FGIT. Excludes (i) 4,338,400 shares of common stock underlying Series D Convertible Preferred Stock held by FGIT which contains a 4.99% beneficial ownership blocker and (ii) 666,667 shares of common stock underlying warrants held by FGIT which contains a 4.99% beneficial ownership blocker. Dr. Frost is the trustee of FGIT, and in such capacity holds voting and dispositive power over the securities held by FGIT.
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Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing. |
Item 2(b). | Address of Principal Business Office or, if None, Residence. |
Item 2(c). | Citizenship. |
Item 2(d). | Title of Class of Securities. |
Item 2(e). | CUSIP Number. |
Item 3. | Type of Person |
Item 4. | Ownership. |
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(1)
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Includes 1,381,667 shares of common stock and 72,000 shares of common stock underlying Series D Convertible Preferred Stock held by FGIT. Excludes (i) 4,338,400 shares of common stock underlying Series D Convertible Preferred Stock held by FGIT which contains a 4.99% beneficial ownership blocker and (ii) 666,667 shares of common stock underlying warrants held by FGIT which contains a 4.99% beneficial ownership blocker. Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the sole and exclusive beneficiary of FGIT. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
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Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certifications. |
Date: February 8, 2016
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/s/ Phillip Frost, M.D.
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Phillip Frost, M.D.
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Frost Gamma Investments Trust
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Date: February 8, 2016
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/s/ Phillip Frost, M.D.
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Phillip Frost M.D., Trustee
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