| 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
ChromaDex Corp. [ CDXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2017 | ||||||||||||||||||||||||||
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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 | 11/17/2017 | P | 731,707(1) | A | $4.1 | 6,500,937 | D(2)(3) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 17, 2017, Champion River Ventures Limited ("Champion River") acquired 731,707 shares of the Issuer's common stock pursuant to the transactions contemplated by the Securities Purchase Agreement, dated November 3, 2017 (the "SPA"), by and among the Issuer, Champion River and various other purchasers named therein. |
| 2. The shares are held directly by Champion River. The sole shareholder of Champion River is Prime Tech Global Limited ("Prime Tech"), the sole shareholder of Prime Tech is Mayspin Management Limited ("Mayspin"), and the sole shareholder of Mayspin is Li Ka Shing ("Li Ka Shing"). Each of Prime Tech, Mayspin and Li Ka Shing disclaims Section 16 beneficial ownership of the securities held by Champion River, except to the extent of its or his pecuniary interest therein, if any. |
| 3. Winsave Resources Limited, a company organized under the laws of British Virgin Islands ("Winsave"), acquired 1,219,512 shares pursuant to the SPA. All of the equity of Winsave is owned by Li Ka Shing (Overseas) Foundation, a company incorporated under the laws of the Cayman Islands (the "Foundation"). Investment decisions by the Foundation are made by the majority vote of a board of directors currently consisting of 14 persons, of which Li Ka Shing is the Chairman. Investment decisions by Winsave are made by the majority vote of a board of directors currently consisting of five persons. Li Ka Shing is not a director or officer of Winsave. Li Ka Shing disclaims Section 16 beneficial ownership of the securities held by the Foundation, except to the extent of his pecuniary interest therein, if any. |
| Remarks: |
| Champion River Ventures Limited, By: /s/ Pau Yee Wan Ezra, Director | 11/21/2017 | |
| Prime Tech Global Limited, By: /s/ Pau Yee Wan Ezra, Director | 11/21/2017 | |
| Mayspin Management Limited, By: /s/ Pau Yee Wan Ezra, Director | 11/21/2017 | |
| /s/ Li Ka Shing | 11/21/2017 | |
| ** 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. | ||