FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2014 | ||||||||||||||||||||||||||
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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.001 par value | 1,583,316 | D | ||||||||
Common Stock, $0.001 par value | 03/17/2014 | P | 50,000 | A | $0.5 | 157,500 | D(1) | |||
Common Stock, $0.001 par value | 03/17/2014 | P | 50,000 | A | $0.5 | 157,500 | D(2) | |||
Common Stock, $0.001 par value | 9,081,989 | I | Footnote 3(3) |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $0.5 | 03/17/2014 | P | 62,500(4) | 03/17/2014 | 03/17/2019 | Common Stock, $0.001 par value | 62,500 | $0 | 62,500 | D(1) | ||||
Warrants | $1.5 | 03/17/2014 | P | 37,500(4) | 03/17/2014 | 03/17/2015 | Common Stock, $0.001 par value | 37,500 | $0 | 37,500 | D(1) | ||||
Warrants | $0.5 | 03/17/2014 | P | 62,500(4) | 03/17/2014 | 03/17/2019 | Common Stock, $0.001 par value | 62,500 | $0 | 62,500 | D(2) | ||||
Warrants | $1.5 | 03/17/2014 | P | 37,500(4) | 03/17/2014 | 03/17/2015 | Common Stock, $0.001 par value | 37,500 | $0 | 37,500 | D(2) |
Explanation of Responses: |
1. These securities are owned directly by the Zachary G. Richardson UTMA. Mr. Kevin Richardson is a joint holder and the trustee for the plan. |
2. These securities are owned directly by the Eleanor G. Richardson UTMA. Mr. Kevin Richardson is a joint holder and the trustee for the plan. |
3. These securities are owned directly by Prides Capital Fund I, L.P. Prides Capital Partners LLC is a general partner of Prides Capital Fund I, L.P. and Mr. Richardson is the controlling shareholder of Prides Capital Partners LLC; therefore, he may be deemed to be the beneficial owner of such securities. Mr. Richardson has also been deputized by Prides Capital Partners LLC to serve on the board of directors of the issuer. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Mr. Richardson may be deemed to be the beneficial owner of an indeterminate portion of the securities of SANUWAVE Health, Inc. beneficially owned by Prides Capital Fund I, L.P. Mr. Richardson disclaims beneficial ownership of all such securities except to the extent of any indirect pecuniary interest (within the meaning of Rule 16a-1 of the Exchange Act) therein. This Form 4 shall not be deemed an admission that Mr. Richardson is a beneficial owner. |
4. These shares were purchased as part of a private placement "Unit" offering, whereby each Unit consists of: (i) one share of common stock, par value $0.001 per share;(ii) 125% coverage of a five-year common stock purchase warrant to purchase one share of common stock, at an exercise price of $0.50; and, (iii) 75% coverage of a one-year common stock purchase warrant to purchase one share of common stock, at an exercise price of $1.50. |
Kevin A. Richardson, II | 03/18/2014 | |
** 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. |