| 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
UNIGENE LABORATORIES INC [ UGNE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/16/2012 | ||||||||||||||||||||||||||
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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 | 07/16/2012 | J(1) | 9,147,464 | D | (1) | 0 | I(2) | See Footnote(2) | ||
| Common Stock | 07/16/2012 | J(1) | 4,844,497(1) | A | (1) | 4,844,497(1) | I(3) | See Footnote(3) | ||
| Common Stock | 07/16/2012 | J(1) | 4,302,967(1) | A | (1) | 4,302,967(1) | I(4) | See Footnote(4) | ||
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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 | ||||||||
| Senior Secured Convertible Note | $0.7(5) | 07/16/2012 | J(1) | $29,365,726 | 03/17/2011 | 03/17/2013(6) | Common Stock | (1)(5) | (1) | $0 | I(2) | See Footnote(2) | |||
| Senior Secured Convertible Note | $0.7(5) | 07/16/2012 | J(1) | $15,552,088.48(1) | 03/17/2011 | 03/17/2013(6) | Common Stock | (1)(5) | (1) | $15,552,088.48(1) | I(3) | See Footnote(3) | |||
| Senior Secured Convertible Note | $0.7(5) | 07/16/2012 | J(1) | $13,813,637.52(1) | 03/17/2011 | 03/17/2013(6) | Common Stock | (1)(5) | (1) | $13,813,637.52(1) | I(4) | See Footnote(4) | |||
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. Estimated as set forth on Exhibit 99.1 hereto, which is incorporated herein by reference. As further described on Exhibit 99.1, effective as of July 16, 2012, Victory Park Credit Opportunities Master Fund, Ltd. ("Master Fund") distributed (i) a portion of the Senior Secured Convertible Note and shares of Common Stock of the Issuer held by Master Fund to Victory Park Credit Opportunities, L.P. ("Delaware Fund") and (ii) the remaining portion of the Senior Secured Convertible Note and shares of Common Stock of the Issuer held by Master Fund to Victory Park Credit Opportunities Intermediate Fund, L.P. ("Cayman Fund"), in exchange for all of the shares of Master Fund owned by Delaware Fund and Cayman Fund, respectively. As of July 16, 2012, Master Fund did not beneficially own any securities of the Issuer and is no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Issuer. |
| 2. Directly by Master Fund and indirectly by (i) Victory Park Capital Advisors, LLC ("Capital Advisors"), as the investment manager for Master Fund, (ii) Jacob Capital, L.L.C. ("Jacob Capital"), as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of the shares of Common Stock and the Senior Secured Convertible Notes except to the extent of its or his pecuniary interest therein. |
| 3. Indirectly by (i) Capital Advisors, as the investment manager for Delaware Fund, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of the shares of Common Stock and the Senior Secured Convertible Note acquired by Delaware Fund except to the extent of its or his pecuniary interest therein. |
| 4. Indirectly by (i) Capital Advisors, as the investment manager for Cayman Fund, (ii) Jacob Capital, as the manager of Capital Advisors, and (iii) Richard Levy, as the sole member of Jacob Capital. Each of Capital Advisors, Jacob Capital and Mr. Levy disclaims beneficial ownership of the shares of Common Stock and the Senior Secured Convertible Note acquired by Cayman Fund except to the extent of its or his pecuniary interest therein. |
| 5. The conversion rate of the Senior Secured Convertible Note is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.70 per share, subject to adjustment as set forth in the Senior Secured Convertible Note. The Senior Secured Convertible Note provides for interest to be paid in kind at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15%, which interest was capitalized and added to the outstanding principal balance of the Senior Secured Convertible Note on each of March 17, 2011 and March 17, 2012. |
| 6. The maturity date of the Senior Secured Convertible Note is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of the Senior Secured Convertible Note becomes due and payable pursuant to the terms of the Senior Secured Convertible Note. |
| Remarks: |
| See Exhibit 99.1 - Explanation of Responses |
| /s/ Richard Levy | 07/18/2012 | |
| ** 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. | ||