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
IVAX DIAGNOSTICS INC [ IVD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/27/2009 | ||||||||||||||||||||||||||
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, $0.01 par value | 03/27/2009 | P | 1,500,000(1) | A | $0.7 | 14,350,000(1)(2)(5) | D | |||
Common Stock, $0.01 par value | 14,350,000(2)(5) | I | By Debregeas & Associes Pharma SAS | |||||||
Common Stock, $0.01 par value | 03/27/2009 | S | 1,500,000(1) | D | $0.7 | 2,800,000(1)(3)(5) | D | |||
Common Stock, $0.01 par value | 2,850,000(4)(5) | I | By Umbria LLC | |||||||
Common Stock, $0.01 par value | 2,850,000(4)(5) | D |
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 |
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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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 27, 2009, Debregeas & Associes Pharma SAS and Paul F. Kennedy entered into a stock purchase agreement, pursuant to which Debregeas & Associes Pharma SAS agreed to purchase from Paul F. Kennedy 1,500,000 shares of the issuer's common stock at a purchase price of $0.70 per share. |
2. These shares of the issuer's common stock are directly owned solely by Debregeas & Associes Pharma SAS and indirectly owned by Patrice Debregeas, who may be deemed to control Debregeas & Associes Pharma SAS. |
3. These shares of the issuer's common stock are directly owned solely by Paul F. Kennedy. |
4. These shares of the issuer's common stock are directly owned solely by Umbria LLC and indirectly owned by Paul F. Kennedy, the sole equity owner of Umbria LLC. |
5. Debregeas & Associes Pharma SAS, Patrice Debregeas, Paul F. Kennedy and Umbria LLC comprise a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to their ownership of shares of the issuer's common stock. |
/s/ Patrice Debregeas, President of Debregeas & Associes Pharma SAS | 03/31/2009 | |
/s/ Patrice Debregeas | 03/31/2009 | |
/s/ Paul F. Kennedy | 03/31/2009 | |
/s/ Jean Marc Faber, Sole Director of Umbria LLC | 03/31/2009 | |
** 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. |