SEC FORM 4

SEC Form 4

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^*

Victory Park Capital Advisors, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIGENE LABORATORIES INC [ UGNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Secured Convertible Note	$0.15⁽¹⁾	05/14/2013		D⁽³⁾			351,166.45	03/17/2011	03/17/2013⁽⁴⁾	Common Stock	⁽¹⁾⁽³⁾	⁽³⁾	12,678,474.42⁽³⁾	I⁽⁶⁾	See Footnote⁽⁶⁾
Senior Secured Convertible Note	$0.15⁽¹⁾	05/14/2013		D⁽³⁾			310,239.33	03/17/2011	03/17/2013⁽⁴⁾	Common Stock	⁽¹⁾⁽³⁾	⁽³⁾	11,200,846.3⁽³⁾	I⁽⁷⁾	See Footnote⁽⁷⁾
Senior Secured Convertible Note	$0.15⁽¹⁾	05/14/2013		D⁽³⁾			154,472.16	03/17/2011	03/17/2013⁽⁴⁾	Common Stock	⁽¹⁾⁽³⁾	⁽³⁾	5,577,045.76⁽³⁾	I⁽⁸⁾	See Footnote⁽⁸⁾
Senior Secured Convertible Note	$0.15⁽¹⁾	05/14/2013		D⁽³⁾			184,122.05	03/17/2011	03/17/2013⁽⁴⁾	Common Stock	⁽¹⁾⁽³⁾	⁽³⁾	6,647,521.85⁽³⁾	I⁽⁹⁾	See Footnote⁽⁹⁾
Senior Secured Convertible Note	$0.09⁽²⁾	05/14/2013		A⁽³⁾		500,000		05/14/2013	06/07/2013⁽⁵⁾	Common Stock	⁽²⁾⁽³⁾	⁽³⁾	500,000⁽³⁾	I⁽⁸⁾	See Footnote⁽⁸⁾

1. Name and Address of Reporting Person^*

Victory Park Capital Advisors, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VICTORY PARK CREDIT OPPORTUNITIES LP

(Last)

(First)

(Middle)

227 WEST MONROE STREET

SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Victory Park Credit Opportunities Intermediate Fund, L.P.

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VPC Fund II, L.P.

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

VPC Intermediate Fund II (Cayman), L.P.

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Victory Park GP, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Victory Park GP II, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Jacob Capital, L.L.C.

(Last)

(First)

(Middle)

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RNL VPC, LLC

(Last)

(First)

(Middle)

227 WEST MONROE STREET SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Levy Richard N

(Last)

(First)

(Middle)

C/O VICTORY PARK CAPITAL ADVISORS, LLC

227 WEST MONROE STREET, SUITE 3900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Convertible, at the holder's option, into shares of Common Stock of Unigene Laboratories, Inc. (the "Issuer"). The conversion rate is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.15 per share of Common Stock, subject to adjustment as set forth in the notes. Each note provides for interest to be paid at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15% (the "Current Rate"). Due to one or more continuing events of default, each note currently bears interest at a default rate equal to the Current Rate plus 3%.

2. Convertible, at the holder's option, into shares of Common Stock of the Issuer. The conversion rate is calculated by dividing the sum of the principal to be converted, plus all accrued and unpaid interest thereon, by $0.09 per share of Common Stock, subject to adjustment as set forth in the note. The note provides for interest to be paid at a rate per annum equal to the greater of (i) the Prime Rate (as defined therein) plus 5% and (ii) 15% (the "Current Rate"). Due to one or more continuing events of default, the note currently bears interest at a default rate equal to the Current Rate plus 3%.

3. The Issuer used the proceeds from the sale of its interest in Nu-Co Development GmbH to prepay an aggregate of $1,000,000 outstanding under the notes. Immediately following the prepayment, VPC Fund II, L.P. ("VPC Onshore Fund") re-loaned $500,000 of such proceeds to the Issuer in exchange for a senior secured convertible note.

4. The maturity date is the earlier of (i) March 17, 2013 and (ii) such earlier date as the unpaid principal balance of such note becomes due and payable pursuant to the terms of such note. Victory Park Management, LLC, Victory Park Credit Opportunities, L.P. ("Delaware Fund"), Victory Park Credit Opportunities Intermediate Fund, L.P. ("Cayman Fund"), VPC Onshore Fund and VPC Intermediate Fund II (Cayman), L.P. ("VPC Offshore Fund") have agreed to forebear from exercising their respective rights and remedies in respect of the notes arising from the failure of the Issuer to pay the unpaid balance of the notes on the maturity date.

5. The maturity date is the earlier of (i) June 7, 2013 and (ii) such earlier date as the unpaid principal balance of the note becomes due and payable pursuant to the terms of the note.

6. Directly by Delaware Fund and indirectly by (i) Victory Park GP, LLC ("GP I"), as the general partner of Delaware Fund, (ii) RNL VPC, LLC ("RNL VPC"), as the sole manager of GP I, (iii) Victory Park Capital Advisors, LLC ("Capital Advisors"), as the investment manager for Delaware Fund, (iv) Jacob Capital, L.L.C. ("Jacob Capital"), as the sole manager of Capital Advisors, and (v) Richard Levy, as the sole member of Jacob Capital and the sole manager of RNL VPC. Each of GP I, RNL VPC, Capital Advisors, Jacob Capital and Richard Levy disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.

7. Directly by Cayman Fund and indirectly by (i) GP I, as the general partner of Delaware Fund, (ii) RNL VPC, as the sole manager of GP I, (iii) Capital Advisors, as the investment manager for Delaware Fund, (iv) Jacob Capital, as the sole manager of Capital Advisors, and (v) Richard Levy, as the sole member of Jacob Capital and the sole manager of RNL VPC. Each of GP I, RNL VPC, Capital Advisors, Jacob Capital and Richard Levy disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.

8. Directly by VPC Onshore Fund and indirectly by (i) Victory Park GP II, LLC ("GP II"), as the general partner of VPC Onshore Fund, (ii) RNL VPC, as the sole manager of GP II, (iii) Capital Advisors, as the investment manager for VPC Onshore Fund, (iv) Jacob Capital, as the sole manager of Capital Advisors, and (v) Richard Levy, as the sole member of Jacob Capital and the sole manager of RNL VPC. Each of GP II, RNL VPC, Capital Advisors, Jacob Capital and Richard Levy disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.

9. Directly by VPC Offshore Fund and indirectly by (i) GP II, as the general partner of VPC Offshore Fund, (ii) RNL VPC, as the sole manager of GP II, (iii) Capital Advisors, as the investment manager for VPC Offshore Fund, (iv) Jacob Capital, as the sole manager of Capital Advisors, and (v) Richard Levy, as the sole member of Jacob Capital and the sole manager of RNL VPC. Each of GP II, RNL VPC, Capital Advisors, Jacob Capital and Richard Levy disclaims beneficial ownership of any of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:

See Exhibit 99.1 - Explanation of Responses

	/s/ Scott Zemnick	05/16/2013
	** 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).
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