| 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
SOLIGENIX, INC. [ SNGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2017 | ||||||||||||||||||||||||||
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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 | 11/29/2017 | S | 271,140(1) | D | $2.12 | 0(2)(3) | I(3)(6) | Indirect(3) | ||
| Common Stock | 11/29/2017 | P | 271,140(1) | A | $2.12 | 271,140(2)(3) | D(3)(6) | |||
| Common Stock | 11/29/2017 | S | 5,954(1) | D | $2.12 | 0(4) | I(4)(6) | Indirect(4) | ||
| Common Stock | 11/29/2017 | P | 5,954(1) | A | $2.12 | 277,094(4) | D(4)(6) | |||
| Common Stock | 11/29/2017 | S | 16,416(1) | D | $2.12 | 0(5) | I(5)(6) | Indirect(5) | ||
| Common Stock | 11/29/2017 | P | 16,416(1) | A | $2.12 | 293,510(5) | D(5)(6) | |||
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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 | ||||||||
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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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. Effective October 7, 2016, the issuer completed a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-10, whereby every 10 shares of its common stock were exchanged for one share of its common stock (the "Reverse Stock Split"). These shares have been adjusted to reflect the Reverse Stock Split. |
| 2. This Form 4 reflects the transfer of shares of common stock by each of (i) Leadiant Biosciences, Inc., formerly Sigma Tau Pharmaceuticals Inc., a Nevada corporation ("LBI"); (ii) Paolo Cavazza; and (iii) Sinaf S.A., a Luxembourg corporation ("Sinaf"), to Essetifin S.p.A., formerly Sigma Tau Finanziaria S.p.A., an Italian corporation ("Essetifin"). Each transaction is reported as a disposition by the respective seller and an acquisition of the same amount of shares by Essetifin. After giving effect to these transactions, Essetifin beneficially owns an aggregate of 293,510 shares of common stock of the issuer. |
| 3. Sold by LBI and purchased by Essetifin pursuant to a purchase agreement by and between Essetifin and LBI. Each of Essetifin and Paolo Cavazza previously reported indirect ownership of such shares due to their respective ownership interests in LBI. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin. After the purchase of these shares by Essetifin, LBI no longer directly holds common stock of the issuer. LBI directly owns warrants to purchase shares of the issuer's common stock. |
| 4. Sold by Paolo Cavazza and purchased by Essetifin pursuant to a purchase agreement by and between Essetifin and Paolo Cavazza. Paolo Cavazza previously reported direct ownership of such shares and continues to have an indirect interest through his ownership interest in Essetifin. |
| 5. Sold by Sinaf and purchased by Essetifin S.p.A., an Italian corporation ("Essetifin"), pursuant to a purchase agreement by and between Essetifin and Sinaf. Paolo Cavazza previously reported indirect ownership of such shares due to his ownership interests in Sinaf, which is a directly wholly-owned subsidiary of Aptafin S.p.A., which is owned indirectly by Paolo Cavazza and members of his family. Paolo Cavazza continues to have an indirect interest in such shares through his ownership interest in Essetifin. |
| 6. Dispositive power over the shares of common stock owned by Essetifin is shared by Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza. Each of Enrico Cavazza, Silvia Cavazza, Francesca Cavazza, Martina Cavazza Preta and Paolo Cavazza disclaims beneficial ownership of all shares of common stock held by Essetifin except to the extent of any pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 24.1 - Power of Attorney; Exhibit 99.1 - Joint Filers' Signatures |
| Essetifin S.p.A. By: /s/ Marino Zigrossi | 11/30/2017 | |
| /s/ Fabio Poma for Paolo Cavazza by power of attorney | 11/30/2017 | |
| Leadiant Biosciences, Inc. By: /s/ Marino Zigrossi | 11/30/2017 | |
| /s/ Marino Zigrossi for Enrico Cavazza by power of attorney | 11/30/2017 | |
| /s/ Marino Zigrossi for Francesca Cavazza by power of attorney | 11/30/2017 | |
| /s/ Marino Zigrossi for Silvia Cavazza by power of attorney | 11/30/2017 | |
| /s/ Marino Zigrossi for Martina Cavazza Preta by power of attorney | 11/30/2017 | |
| ** 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. | ||