| 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
DERMA SCIENCES, INC. [ DSCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2013 | ||||||||||||||||||||||||||
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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 | 02/13/2013 | A | 3,600(1) | A | $0 | 57,697 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $4.95 | 02/13/2013 | A | 2,500 | (2) | 01/20/2021 | Common Stock | 2,500 | $0 | 10,000 | D | ||||
| Stock Option (right to buy) | $8 | 02/13/2013 | A | 7,500(3) | 02/13/2013 | 08/31/2021 | Common Stock | 7,500 | $0 | 7,500 | D | ||||
| Stock Option (right to buy) | $8.75 | 02/13/2013 | A | 10,800(4) | 02/13/2013 | 02/17/2022 | Common Stock | 10,800 | $0 | 10,800 | D | ||||
| Explanation of Responses: |
| 1. The shares of common stock reported herein represent restricted stock units issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on February 17, 2012, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2012, and further subject to continued employment through the vesting date. The performance criteria for 2012 were met, resulting in the vesting of 3,600 restricted stock units. |
| 2. As previously reported, on January 25, 2011, the reporting person was granted an option to purchase 10,000 shares of common stock pursuant to the issuer's stock option plan. Based on the satisfaction of certain performance criteria for the fiscal years ending December 31, 2011 and December 31, 2012, the option to purchase 7,500 shares of common stock vested on February 17, 2012 and, as reported herein, the option to purchase 2,500 shares of common stock vested on February 13, 2013. |
| 3. The options reported herein were issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on August 31, 2011, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2012, and further subject to continued employment through the vesting date. The performance criteria for 2012 were met, resulting in the vesting of 7,500 options. |
| 4. The options reported herein were issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on February 17, 2012, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2012, and further subject to continued employment through the vesting date. The performance criteria for 2012 were met, resulting in the vesting of 10,800 options. |
| Remarks: |
| Group President, Advanced Wound Care & Pharmaceutical Development |
| /s/ Barry J. Wolfenson | 02/15/2013 | |
| ** 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. | ||