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
Actinium Pharmaceuticals, Inc. [ ATNM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/14/2017 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Warrant to purchase common stock | $0.78 | 03/14/2017 | J(1) | 64,746 | 01/31/2012 | 02/11/2022 | Common Stock | 64.746 | $0.78 | 64,746 | D | ||||
Warrant to purchase common stock | $0.78 | 03/14/2017 | J(1) | 99,619 | 01/31/2012 | 02/11/2022 | Common Stock | 99,619 | $0.78 | 99.619 | I | See Footnote(1) | |||
Warrant to purchase common stock | $2.34 | 03/14/2017 | J(2) | 57,212 | 01/19/2012 | 01/28/2018 | Common Stock | 57,212 | $2.34 | 0 | D | ||||
Warrant to purchase common stock | $2.34 | 03/14/2017 | A | 57,212 | 03/14/2017 | 02/11/2022 | Common Stock | 57.212 | $2.34 | 57,212 | D | ||||
Options to purchase common stock | $1.39 | 03/14/2017 | A | 750,000 | (3) | 03/14/2027 | Common Stock | 750,000 | $1.39 | 750,000 | D |
Explanation of Responses: |
1. Certain warrants were issued to Mr. Seth as part of investment banking and advisory services either prior to and outside of Mr. Seth's role as a Board Member and subsequently Executive Chairman and are not compensation for Board or Executive Chairman services to the Company. The Executive Chairman has refrained from exercising certain warrants that are or have been in the money for most of their term in order to align with the long term interests of the Company. In order to maintain that alignment on March 14. 2017, the warrant was amended to extend the term until February 11, 2022. The warrant issued for 99,619 shares was issued to Amrosan LLC, an entity affiliated with Mr. Seth's family. |
2. Certain warrants were issued to Mr. Seth as part of investment banking and advisory services either prior to and outside of Mr. Seth's role as a Board Member and subsequently Executive Chairman and are not compensation for these latter services to the Company. The Executive Chairman has refrained from exercising certain warrants that are or have been in the money for most of their term in order to align with the long term interests of the Company. In order to maintain that alignment on March 14, 2017 the Company cancelled a Warrant in the amount of 57,212, shares and issued a new warrant with a term until February 11, 2022. |
3. Pursuant to the terms of the company's Amended and Restated 2013 Stock Plan, 2% of the options shall vest each month from the date of grant. In addition, 100,000 options are subject to cancellation based on the obtainment of certain milestones. |
/s/ Sandesh Seth | 03/15/2017 | |
** 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. |