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*
KLING ARNOLD P

(Last) (First) (Middle)
410 PARK AVENUE
SUITE 1710

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROTALEX INC [ PRTX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2018
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)
Code V Amount (A) or (D) Price
Common Stock 02/28/2018 P 18,557,805 A $1.2 41,133,892 I By LLC(1)
Common Stock 5,000 D(2)
Common Stock 62 I By wife as UGMA custodian(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Options (obligation to sell) $0.01 02/28/2018 S 4,750,000 02/28/2018(5) 02/28/2023 Common Stock 4,750,000 $0 4,750,000 I By LLC
Options $0.54 02/08/2018(4) 02/08/2023 Common Stock 600,000 600,000 D
1. Name and Address of Reporting Person*
KLING ARNOLD P

(Last) (First) (Middle)
410 PARK AVENUE
SUITE 1710

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NIOBE VENTURES, LLC

(Last) (First) (Middle)
C/O ARNOLD P. KLING
712 FIFTH AVENUE, 11TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. These securities are owned directly by Niobe Ventures, LLC ("Niobe") and indirectly by Arnold P. Kling as manager of the LLC.
2. These securities are beneficially owned solely by Arnold P. Kling.
3. These shares are beneficially owned by Arnold P. Kling's wife as custodian for their children under the Uniform Gifts to Minors Act. Mr. Kling disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purpose.
4. Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date.
5. On February 28, 2018, in connection with a private placement of $1.425 million of 10% Senior Convertible Notes (the "Notes") by the Issuer and the conversion into shares of the Issuer's common stock at $1.20 per share (as set forth in table I) of the entire principal balance of loans outstanding (in the aggregate amount of approximately $22,269,366) from Niobe to the Issuer, the reporting person wrote call options to the Issuer which entitles the Issuer to repurchase shares of the Issuer's common stock from Niobe upon each event of conversion of the Notes up to a maximum of 4,750,000 shares.
/s/ Arnold P. Kling, individually 03/02/2018
/s/ Arnold P. Kling, Manager of Niobe Ventures, LLC 03/02/2018
** 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).
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