CUSIP No. 411307101
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1
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NAMES OF REPORTING PERSONS
Jack W. Schuler Living Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
N/A
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
536,087*
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8
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SHARED VOTING POWER
6,971,368**
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9
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SOLE DISPOSITIVE POWER
536,087*
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10
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SHARED DISPOSITIVE POWER
6,971,368**
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,507,455
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.87%***
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14
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TYPE OF REPORTING PERSON (See Instructions)
IN
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*
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This total consists of: (i) 531,976 shares of common stock of the Company (“Common Stock”) owned by Mr. Schuler; plus (ii) 4,111 shares of Common Stock (the “Schuler Option Shares”) issuable upon the exercise of vested stock options granted to Mr. Schuler. All share numbers in this amendment have been adjusted to reflect 10-for-1 reverse stock split that took effect on September 22, 2015.
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**
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This total consists of: (i) 4,433,407 shares of Common Stock owned by the Schuler Family Foundation (the “Foundation”); plus (ii) 230,261 shares of Common Stock issuable upon the exercise of Class D Warrants held by the Foundation and 2,307,700 shares of Common Stock issuable upon the exercise of Class E Warrants held by the Foundation (collectively, the “Warrant Shares”).
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***
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Calculated based on a total of 21,531,352 shares of Common Stock outstanding, which is comprised of (i) 18,989,280 shares of Common Stock outstanding as of April 18, 2016, as reported by the Company in the Agreement and Plan of Merger included in its Form 8-K filed with the Securities Exchange Commission (the “SEC”) on April 20, 2015 (the “8-K Merger”) and (ii) 2,542,072 Schuler Option Shares and Warrant Shares, as described above.
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CUSIP No. 411307101
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1
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NAMES OF REPORTING PERSONS
Renate Schuler
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (See Instructions)
N/A
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||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,600
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8
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SHARED VOTING POWER
6,971,368*
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9
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SOLE DISPOSITIVE POWER
1,600
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10
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SHARED DISPOSITIVE POWER
6,971,368*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,972,968
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.39%**
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14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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*
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This total consists of: (i) 4,433,407 shares of Common Stock owned by the Foundation; plus (ii) 2,537,961 Warrant Shares. All share numbers in this amendment have been adjusted to reflect 10-for-1 reverse stock split that took effect on September 22, 2015.
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**
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Calculated based on a total of 21,527,241 shares of Common Stock outstanding, which is comprised of (i) 18,989,280 shares of Common Stock outstanding as of April 18, 2016, as reported by the Company in the 8-K Merger, and (ii) 2,537,961 Warrant Shares, as described above.
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CUSIP No. 411307101
|
|
||||
|
|
|
|||
1
|
NAMES OF REPORTING PERSONS
Schuler Family Foundation
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
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||||
3
|
SEC USE ONLY
|
||||
4
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SOURCE OF FUNDS (See Instructions)
OO
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
6,971,368*
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|||
8
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SHARED VOTING POWER
-0-
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||||
9
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SOLE DISPOSITIVE POWER
6,971,368*
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||||
10
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SHARED DISPOSITIVE POWER
-0-
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,971,368
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||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.38%**
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||||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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*
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This total consists of: (i) 4,433,407 shares of Common Stock owned by the Foundation; plus (ii) 2,537,961 Warrant Shares.
|
**
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Calculated based on a total of 21,527,241 shares of Common Stock outstanding, which is comprised of (i) 18,989,280 shares of Common Stock outstanding as of April 18, 2016, as reported by the Company in the 8-K Merger, and (ii) 2,537,961 Warrant Shares, as described above.
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Exhibit 1 | Form of Voting Agreement (including form of proxy, attached as exhibit I thereto) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 20, 2016) |
Dated: April 22, 2016
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Jack W. Schuler Living Trust
/s/ Jack Schuler
Name: Jack Schuler
Title: Trustee
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Dated: April 22, 2016
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Renate Schuler
/s/ Renate Schuler
Renate Schuler
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Dated: April 22, 2016
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Schuler Family Foundation
/s/ Jack Schuler
Name: Jack Schuler
Title: Director
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