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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
FEMASYS INC [ FEMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 06/18/2021 | P | 2,500 | A | $13.18 | 2,500 | I | By IRA | ||
Common Stock | 06/22/2021 | C | 948,342 | A | (1) | 948,342 | I | By Salem Femasys Investors LLC(2) | ||
Common Stock | 06/22/2021 | C | 2,271,453 | A | (3) | 3,219,795 | I | By Salem Femasys Investors LLC(2) | ||
Common Stock | 06/18/2021 | P | 10,000 | A | $12.88 | 10,000 | I | By the Dyett Family Trust | ||
Common Stock | 06/22/2021 | P | 40,000 | A | $13 | 50,000 | I | By the Dyett Family Trust | ||
Common Stock | 06/22/2021 | C | 63,709 | A | (4) | 113,709 | I | By the Dyett Family Trust | ||
Common Stock | 06/23/2021 | P | 1,000 | A | $9.95 | 114,709 | I | By the Dyett Family Trust |
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 | ||||||||
Series B Convertible Preferred Stock | (1) | 06/22/2021 | C | 948,342 | (1) | (1) | Common Stock | 948,342 | (1) | 0 | I | By Salem Femasys Investors LLC(2) | |||
Series C Convertible Preferred Stock | (3) | 06/22/2021 | C | 2,271,453 | (3) | (3) | Common Stock | 2,271,453 | (3) | 0 | I | By Salem Femasys Investors LLC(2) | |||
Series C Convertible Preferred Stock | (4) | 06/22/2021 | C | 63,709 | (4) | (4) | Common Stock | 63,709 | (4) | 0 | I | By the Dyett Family Trust |
Explanation of Responses: |
1. 948,342 shares of Series B Convertible Preferred Stock were automatically converted into Common Stock in connection with the closing of the Issuer's initial public offering. The Series B Convertible Preferred Stock had no expiration date. |
2. Salem Femasys Investors LLC is a limited liability company consisting of 95 members, as of December 31, 2020. Mr. Dyett, acting as manager for Salem Femasys Investors LLC, has sole voting power over the shares held by Salem Femasys Investors LLC, subject to the vote of members holding more than 50% of the outstanding interests in Salem Femasys Investors LLC, and shares dispositive power over such shares, which powers may be exercised by members holding more than 50% of the outstanding interests in Salem Femasys Investors LLC, with each of the other members. Mr. Dyett disclaims beneficial ownership over the shares held by Salem Femasys Investors LLC, except to the extent of his pecuniary interest therein. |
3. 2,271,453 shares of Series C Convertible Preferred Stock were automatically converted into Common Stock in connection with the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock had no expiration date. |
4. 63,709 shares of Series C Convertible Preferred Stock were automatically converted into Common Stock in connection with the closing of the Issuer's initial public offering. The Series C Convertible Preferred Stock had no expiration date. |
/s/ Kathy Lee-Sepsick, Attorney-in-fact | 06/24/2021 | |
** 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. |