X0206 3 2014-08-12 0 0000810509 NAVIDEA BIOPHARMACEUTICALS, INC. NAVB 0001339643 Nordlicht Mark 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001368616 Platinum Management (NY) LLC 152 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001299265 Platinum Partners Value Arbitrage Fund, LP C/O WALKERS CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGETOWN, GRAND CAYMAN E9 KY1-9002 CAYMAN ISLANDS 0 0 1 0 0001120642 LANDESMAN URI 30 00 47TH AVE LONG ISLAND CITY NY 11101 0 0 1 0 0001582140 Platinum Liquid Opportunity Management (NY) LLC 152 WEST 57TH STREET 4TH FLOOR NEW YORK NY 10019 0 0 1 0 0001476165 Platinum Partners Liquid Opportunity Master Fund L.P. 152 WEST 57 STREET, 4TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.001 15006431 I By: Platinum Partners Value Arbitrage Fund, LP Common Stock, par value $0.001 100000 I By: Platinum Partners Liquid Opportunity Master Fund L.P. Series B Convertible Preferred Stock 3270 Common Stock, par value $0.001 10277610 I By: Platinum Partners Value Arbitrage Fund, LP Notional Principal Amount Derivative Agreement 2.5000 Common Stock, par value $0.001 500000 I By: Platinum Partners Value Arbitrage Fund, LP Notional Principal Amount Derivative Agreement 3.1500 Common Stock, par value $0.001 1000000 I By: Platinum Partners Value Arbitrage Fund, LP Notional Principal Amount Derivative Agreement 3.0800 Common Stock, par value $0.001 1500000 I By: Platinum Partners Value Arbitrage Fund, LP Notional Principal Amount Derivative Agreement 1.9200 Common Stock, par value $0.001 2500000 I By: Platinum Partners Value Arbitrage Fund, LP Notional Principal Amount Derivative Agreement 1.7300 Common Stock, par value $0.001 1200000 I By: Platinum Partners Value Arbitrage Fund, LP Call Option (right to buy) 2.0000 2015-02-06 2015-02-06 Common Stock, par value $0.001 2700000 I By: Platinum Partners Value Arbitrage Fund, LP Put Option (obligation to buy) 2.0000 2015-02-06 2015-02-06 Common Stock, par value $0.001 2700000 I By: Platinum Partners Value Arbitrage Fund, LP Call Option (right to buy) 2.0000 2015-02-11 2015-02-11 Common Stock, par value $0.001 1100000 I By: Platinum Partners Value Arbitrage Fund, LP Put Option (obligation to buy) 2.0000 2015-02-11 2015-02-11 Common Stock, par value $0.001 1100000 I By: Platinum Partners Value Arbitrage Fund, LP Call Option (right to buy) 2.0000 2015-01-17 2015-01-17 Common Stock, par value $0.001 2300000 I By: Platinum Partners Value Arbitrage Fund, LP Put Option (obligation to buy) 2.0000 2015-01-17 2015-01-17 Common Stock, par value $0.001 2300000 I By: Platinum Partners Value Arbitrage Fund, LP This Form 3 is filed jointly by Platinum Partners Value Arbitrage Fund L.P. ("PPVA"), Platinum Partners Liquid Opportunity Master Fund L.P. ("PPLO"), Platinum Management (NY) LLC ("Platinum Management"), Platinum Liquid Opportunity Management (NY) LLC ("Platinum Liquid Management"), Mark Nordlicht and Uri Landesman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by PPVA. Each of Platinum Management, as the Investment Manager of PPVA, and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Management, may be deemed to beneficially own the securities owned directly by PPVA. Securities owned directly by PPLO. Each of Platinum Liquid Management, as the Investment Manager of PPLO, and Mark Nordlicht and Uri Landesman, as the Chief Investment Officer and President, respectively, of Platinum Liquid Management, may be deemed to beneficially own the securities owned directly by PPLO. The Series B Convertible Preferred Stock shall automatically convert into Common Stock upon the earlier to occur of: (i) the closing of a firm commitment underwritten public offering of Common Stock pursuant to an effective registration statement under Section 5 of the Securities Act in which the gross case proceeds to the Company (before underwriting discounts, commissions and fees) from such public offering are at least $10,000,000, or (ii) 180 days following the first trading date upon which the Common Stock equals or exceeds $7.00 per share, but excluding from such 180-day period any trading day on which the price is less than $5.00 per share, in each case subject to the limitations of the 9.99% Blocker (described below). Pursuant to the Certificate of Designations of the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock is convertible into 3,270 shares of Common Stock provided that the conversion would not result in the holder owning more than 9.99% of the Common Stock outstanding at the time of conversion except on 61 days' prior written notice to the Issuer that the holder waives such limitation (the "9.99% Blocker"). Notional principal amount derivative agreements (the "Derivative Agreements") in the form of cash settled swaps entered into by PPVA representing a share equivalent of an aggregate of 6,700,000 shares of Common Stock. The Derivative Agreements provide PPVA with economic results that are comparable to the economic results of ownership of Common Stock payable on each settlement date applicable to the expiration or earlier termination of such Derivative Agreement, but does not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Derivative Agreement (such shares, the "Subject Shares"). Each of the Reporting Persons disclaims beneficial ownership in the Subject Shares. The counterparty to the Derivative Agreement is an unaffiliated third party financial institution. /s/ Mark Nordlicht 2014-08-22 Platinum Partners Value Arbitrage Fund L.P., By Platinum Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer 2014-08-22 Platinum Partners Liquid Opportunity Master Fund L.P., By Platinum Liquid Opportunity Management (NY) LLC, as Investment Manager, By /s/ Mark Nordlicht, Chief Investment Officer 2014-08-22 Platinum Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer 2014-08-22 Platinum Liquid Opportunity Management (NY) LLC, By /s/ Mark Nordlicht, Chief Investment Officer 2014-08-22 /s/ Uri Landesman 2014-08-22