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
Pharma-Bio Serv, Inc. [ PBSV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2006 | ||||||||||||||||||||||||||
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 | 12/19/2006 | 12/19/2006 | J(3) | 240,000 | A | $0 | 240,000 | I | Managing Member(1) | |
Common Stock | 12/21/2006 | 12/21/2006 | X | 924,545 | A | $0.06 | 1,164,545(4) | I | Managing Member(1) | |
Common Stock | 01/25/2006 | P | 772,971 | A | (5) | 772,971 | I | Via Wife(2) |
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 | ||||||||
Warrants | $0.06 | 12/21/2006 | 12/21/2006 | X | 960,000 | 12/21/2006 | 01/16/2014 | Common Stock | 960,000(4) | $0.06 | 0 | I | Managing Member(1) | ||
Warrants | $1.1 | 01/25/2006 | P | 193,024 | 01/25/2006 | 01/25/2011 | Common Stock | 193,024 | (5) | 193,024 | I | Via Wife(2) | |||
Warrants | $1.65 | 01/25/2006 | P | 193,024 | 01/25/2006 | 01/25/2011 | Common Stock | 193,024 | (5) | 193,024 | I | Via wife(2) |
Explanation of Responses: |
1. The Reporting Person is the Managing Member of Krovim LLC, which owns the 1,164,545 shares of common stock reported herein. |
2. The reporting person's wife is the Managing Member of LDP Family Partnership, which owns the 772,971 shares of common stock and 386,048 Warrants to purchase common stock of the Issuer, of which the reporting person disclaims beneficial ownership. |
3. These 240,000 shares of common stock were previoiusly reported in a footnote in a Form 3 filed by Krovim LLC on January 12, 2005. Krovim had voting rights to these shares since its original issuance, but these shares were held in escrow until the earlier of (i) three years from the Termination Date or (ii) the date on which the closing price of the shares of Common Stock has equaled or exceeded $1.00 per share on the NASDAQ Bulletin Board, NASDAQ National market System or on the American or New York Stock Exchange for at least ten (10) consectuive trading days. On December 19,2006, a condition releasing the shares from escrow was met. |
4. These 960,000 Warrants were previously reported in a footnote in a Form 3 filed by Krovim LLC on January 12, 2005. The Warrants were held in escrow and were not execcisable until the earlier of (i) three years from the Termination Date or (ii) the date on which the closing price of the shares of Common Stock has equaled or exceeded $1.00 per share on the NASDAQ Bulletin Board, NASDAQ National Market System or on the American or New York Stock Exchange for at least ten (10) consecutive trading days. On December 19, 2006, a condition releasing the Warrants from escrow was met. The 960,000 Warrants were exercised on a cashless basis, converting into 924,545 shares of common stock of the Issuer, and which is being reported as an acquistion on this Form 4. |
5. These Common Stock and warrants were purchased by LDP Family Partnership LP, which is owned by the reporting person's spouse in a private placement. Each Unit in the private placement is priced at $250,000 and consists of 25,000 shares of series A preferred stock (which automatically converts into common stock), warrants to purchase 85,100 shares of common stock at $1.10 per share and warrants to purchase 85,100 shares of common stock at $1.65 per share. |
Dov Perlysky | 12/28/2006 | |
** 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. |