UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

                                                                                                                                                                                        

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Jack W. Schuler

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1.  This amount includes 1,503,563 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

	SCHEDULE 13D
CUSIP No: 92407M206		Page 3 of 13

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jack W. Schuler Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,635,783 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,635,783 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,635,783 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 1,503,563 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	H. George Schuler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,511,898 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,511,898 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,511,898 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1.  This amount includes 3,402,060 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

	SCHEDULE 13D
CUSIP No: 92407M206		Page 5 of 13

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tino Hans Schuler Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,262,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,262,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,262,093 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 936,774 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

	SCHEDULE 13D
CUSIP No: 92407M206		Page 6 of 13

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Tanya Eve Schuler Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,262,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,262,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,262,093 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 936,774 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

	SCHEDULE 13D
CUSIP No: 92407M206		Page 7 of 13

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Therese Heidi Schuler Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,262,093 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,262,093 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,262,093 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 936,774 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein).

	SCHEDULE 13D
		Page 8 of 13

 

Item 1.

Security and Issuer

 

This Amendment No. 6 to Schedule 13D (“Amendment No. 6”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1, filed by the Reporting Persons on December 29, 2014, Amendment No. 2, filed by the Reporting Persons on February 11, 2015, Amendment No. 3, filed by the Reporting Persons on March 23, 2015, Amendment No. 4, filed by the Reporting Persons on April 28, 2015, and Amendment No. 5, filed by the Reporting Persons on July 21, 2015 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Vermillion, Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby restated in its entirety as follows:

(a-c,f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i.

Jack W. Schuler (“Mr. Schuler”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

ii.

Jack W. Schuler Living Trust (the “Living Trust”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

iii.

H. George Schuler (“George Schuler”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

iv.

Tino Hans Schuler Trust (the “Tino Trust”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

v.

Tanya Eve Schuler Trust (the “Tanya Trust”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

vi.

Therese Heidi Schuler Trust (the “Therese Trust”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

Mr. Schuler is a citizen of the United States, and is principally engaged in the business of investing in securities.  Mr. Schuler serves as sole trustee to the Living Trust, a living trust established by Mr. Schuler and organized under the laws of the State of Illinois.  In such capacity, Mr. Schuler may be deemed to beneficially own the shares held by the Living Trust.

George Schuler is a citizen of the United States, and is principally engaged in the business of real estate.  George Schuler is the manager of Seascape Partners L.P., a family limited

	SCHEDULE 13D
		Page 9 of 13

 

partnership, and the Schuler Grandchildren LLC (the “Grandchildren LLC”).  George Schuler also serves as sole trustee to the Tino Trust, Tanya Trust, Therese Trust and Schuler GC 2010 Continuation Trust (the “Continuation Trust” and, together with the Grandchildren LLC, Tino Trust, Tanya Trust and Therese Trust, the “George Schuler Entities”).  In such capacities, George Schuler may be deemed to beneficially own the shares held by Seascape Partners L.P. and the George Schuler Entities.

The Tino Trust, Tanya Trust and Therese Trust are irrevocable family trusts established for the benefit of the named beneficiary, and are organized under the laws of the State of Illinois.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

A total of $4,363,442.20 was paid to acquire the Shares and Warrants (defined and described in Item 4 herein) acquired by the Living Trust and each of the Continuation Trust, Tino Trust, Tanya Trust and Therese Trust in connection with the Purchase Agreement (defined and described in Item 4 herein), including $1,455,033.40 for the Shares and Warrants acquired by the Living Trust and $727,102.20 for the Shares and Warrants acquired by each of the Continuation Trust, Tino Trust, Tanya Trust and Therese Trust (for an aggregate of $2,908,408.80 for the Shares and Warrants acquired by all of the Continuation Trust, Tino Trust, Tanya Trust and Therese Trust).  These funds were personal funds of Mr. Schuler that had been entrusted to the Living Trust, Continuation Trust, Tino Trust, Tanya Trust and Therese Trust.

Item 4.

Purpose of Transaction

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b)  As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 11,308,812 Shares, representing approximately 19.6% of the Shares outstanding.  This amount consists of (A) 6,673,029 Shares held directly by Mr. Schuler, and (B) 3,132,220 Shares and Warrants to acquire 1,503,563 Shares held by the Living Trust.  As of the date hereof, the Living Trust may be deemed beneficially own, in the aggregate, 4,635,783 Shares, representing approximately 8.1% of the Shares outstanding.  This amount consists of 3,132,220 Shares and Warrants to acquire 1,503,563 Shares.  These percentages of Shares outstanding are based on a total of approximately 57,579,178 Shares outstanding, which is the sum of:  (1) the 52,328,492 Shares outstanding as of December 31, 2016, as disclosed in the Purchase Agreement; (2) the 3,747,125 Shares issued pursuant to the Purchase Agreement; and (3) for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the 1,503,563 Shares issuable upon exercise of the Warrants held by the Living Trust.

As sole trustee of the Living Trust, Mr. Schuler and the Living Trust share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the Living Trust.

As of the date hereof, George Schuler may be deemed to beneficially own, in the aggregate 11,511,898, representing approximately 19.4% of the Shares outstanding.  This amount consists of (A) 2,325,319 Shares and Warrants to acquire 936,774 Shares held by the Tino Trust; (B) 2,325,319 Shares and Warrants to acquire 936,774 Shares held by the Tanya Trust; (C) 2,325,319 Shares and Warrants to acquire 936,774 Shares held by the Therese Trust; (D) 726,671 Shares and Warrants to acquire 478,404 Shares held by the Continuation Trust; (E) 239,908 Shares and Warrants to acquire 113,332 Shares held by the Grandchildren LLC; (F) 26,000 Shares held by Gayle Schuler; and (G) 141,304 Shares held by Seascape Partners L.P.  The percent of Shares outstanding is based on a total of approximately 59,477,675 Shares outstanding, which is the sum of:  (1) the 52,328,492 Shares outstanding as of December 31, 2016, as disclosed in the Purchase Agreement; (2) the 3,747,125 Shares issued pursuant to the Purchase Agreement; and (3) for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the total number of Shares issuable upon exercise of the Warrants held by the George Schuler Entities, or 3,402,058 Shares.

	SCHEDULE 13D
		Page 11 of 13

 

As of the date hereof, each of the Tino Trust, Tanya Trust and Therese Trust may be deemed to beneficially own, in the aggregate, 3,262,093 Shares, representing approximately 5.7% of the Shares outstanding.  This amount consists of 2,325,319 Shares and Warrants to acquire 936,774 Shares.

As the manager of each of the Grandchildren LLC and Seascape Partners L.P., and as sole trustee of each of the Tino Trust, Tanya Trust, Therese Trust and Continuation Trust, George Schuler shares with each such entity the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the respective entity.  George Schuler shares with his spouse, Gayle Schuler, the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by Gayle Schuler.

(c) Other than the purchases in the Offering as described in Item 3 and Item 4 of this Schedule 13D, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

 

(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by the Schedule 13D.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response set forth in Item 4 of this Amendment No. 6 is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit 14:  Joint Filing Agreement

 

Exhibit 15: Securities Purchase Agreement, dated February 13, 2017, by and among the Issuer and the Investors (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on February 17, 2017)

Exhibit 16:  Form of Warrant (incorporated by reference to Exhibit A to the Securities Purchase Agreement filed as Exhibit 15 to this Schedule 13D)

	SCHEDULE 13D
		Page 12 of 13

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Jack W. Schuler
	/s/ Jack W. Schuler

February 17, 2017

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

	SCHEDULE 13D
		Page 13 of 13

EXHIBIT 14

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Vermillion, Inc. dated as of February 17, 2017 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

 

February 17, 2017

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