| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MILESTONE SCIENTIFIC INC. [ MLSS.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 01/24/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock, $.001 par value | 09/21/2009 | J | 100,000 | A | $1.15(1) | 1,588,445 | D | ||||||||
| Common Stock, $.001 par value | 12/28/2009 | J | 822,785 | A | $1.58(2) | 2,411,230 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Options to purchase common stock | $1.51 | 01/24/2007 | A | 100,000 | (3) | 01/24/2012 | Common stock, par value $.001 | 100,000 | (4) | 100,000 | D | |||
| Warrants to purchase common stock | $5 | 09/05/2007 | A | 20,000 | 09/05/2007 | 09/05/2010 | Common stock, par value $.001 | 20,000 | (5) | 120,000 | D | |||
| Warrants to purchase common stock | $5 | 09/12/2007 | A | 20,000 | 09/12/2007 | 09/12/2010 | Common stock, par value $.001 | 20,000 | (5) | 140,000 | D | |||
| Warrants to purchase common stock | $5 | 10/09/2007 | A | 40,000 | 10/09/2007 | 10/09/2010 | Common stock, par value $.001 | 40,000 | (5) | 180,000 | D | |||
| Warrants to purchase common stock | $5 | 10/30/2007 | A | 20,000 | 10/30/2007 | 10/30/2010 | Common stock, par value $.001 | 20,000 | (5) | 200,000 | D | |||
| Warrants to purchase common stock | $5 | 04/18/2008 | A | 12,500 | 04/18/2008 | 04/18/2011 | Common stock, par value $.001 | 12,500 | (5) | 212,500 | D | |||
| Warrants to purchase common stock | $5 | 05/14/2008 | A | 17,500 | 05/14/2008 | 05/14/2011 | Common stock, par value $.001 | 17,500 | (5) | 230,000 | D | |||
| Warrants to purchase common stock | $0.32 | 12/27/2008 | A | 45,000 | 12/27/2008 | 06/30/2012 | Common stock, par value $.001 | 45,000 | (6) | 275,000 | D | |||
| Explanation of Responses: |
| 1. These shares were issued by the Company to the Reporting Person in payment for consulting services rendered. |
| 2. The shares were issued by the Company to the Reporting Person upon his conversion of a $1.3 million promissory note. |
| 3. Options vest as follows: One-half on July 24, 2008 and the balance on January 24, 2010. |
| 4. The options were granted by the Company to the Reporting Person pursuant to the Company's 2004 Stock Option Plan. |
| 5. The warrants were issued by the Company to the Reporting Person pursuant to a Revolving Line of Credit Promissory Note, dated June 28, 2007 and amended in April 2008, entered into by the Company for the benefit of the Reporting Person. |
| 6. The warrants were issued by the Company to the Reporting Person pursuant to a Promissory Note, dated December 27, 2008, entered into by the Company for the benefit of the Reporting Person. |
| /s/ K. Tucker Andersen | 02/18/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||