| 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
Protea Biosciences Group, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2013 | ||||||||||||||||||||||||||
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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 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 | 04/05/2013 | P(1) | 280,000 | A | $0.5 | 3,786,044 | I | As Managing Member of El Coronado Holdings, LLC | ||
| Common Stock | 04/05/2013 | P(1) | 280,000 | A | $0.5 | 3,786,044 | D(2) | |||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | $1.1 | 04/05/2013 | P(1) | 210,000 | 04/05/2013 | 04/05/2013(3) | Common Stock | 210,000 | (1) | 3,275,000(4) | I | As Managing Member of El Coronado Holdings, LLC | |||
| Warrant | $1.1 | 04/05/2013 | P(1) | 210,000 | 04/05/2013 | 04/05/2013(3) | Common Stock | 210,000 | (1) | 3,275,000(4) | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 26, 2013 (the "Issue Date"), the Company agreed to issue 280,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock") and warrants (the "Warrants") to purchase 210,000 shares of Common Stock to El Coronado Holdings, LLC (the "Holder"), at a purchase price of $0.50 per share, for an aggregate amount of $140,000. Josiah Austin is a director of the Company and the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deemed to beneficially own the securities of the Company owned of record by the Holder |
| 2. Represents the shares of Common Stock or Warrants to purchase shares of Common Stock of the Company owned of record by El Coronado Holdings, LLC. |
| 3. The Warrants are exercisable at an exercise price of $1.10 per share anytime after the Issue Date until the earlier of (i) a Qualified Public Offering (as defined in the Warrant) or (ii) 5:00 p.m. EST on the fifth anniversary of the Issue Date. As set forth in the Warrant, the term "Qualified Public Offering" means the closing of a firm commitment underwritten offering pursuant to an effective registration statement under the Securities Act of 1933, as amended covering the offer and sale of Common Stock for the account of the Company in which the net cash proceeds to the Company (after deduction of underwriting discounts and commissions) are at least $10,000,000. Josiah Austin is the managing member of the Holder with voting and investment control over the securities of the Company owned of record by the Holder and therefore deemed to beneficially own the securities of the Company owned of record by the Holder. |
| 4. Represents warrants to purchase up to 3,025,000 shares of Common Stock and 250,000 shares of Common Stock underlying a promissory note issued in the name of El Corondado Holdings, LLC. |
| /s/ Josiah T. Austin, as Managing Member of El Coronado Holdings, LLC | 06/14/2013 | |
| /s/ Josiah T. Austin | 06/14/2013 | |
| ** 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. | ||