SEC Form 4
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*
VILLIGER WALTER

(Last) (First) (Middle)
PARADIESSTRASSE 25

(Street)
CH 8645 JONA V8 00000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOLIFE SOLUTIONS INC [ BLFS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 Shares 12/31/2005 P(2) 2,360,474 A $0.12 2,760,474 D
Common Shares 05/01/2006 C(3) 2,000,000 A (3) 4,760,474 D
Common Shares 05/01/2006 C(3) 5,625,000 A (3) 10,385,474 D
Common Shares 05/01/2006 X(3) 1,000,000 A $0.04 11,385,474 D
Common Shares 05/01/2006 X(3) 5,625,000 A $0.04 17,010,474 D
Common Shares 05/01/2006 X(3) 750,000 A $0.04 17,760,474 D
Common Shares 05/01/2006 P(4) 1,062,941 A $0.06 18,823,415 D
Common Shares 02/13/2007 J(5) 416,666 A $0 19,240,081 D
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
Common Share Warrants $0.08 05/23/2003 J(1) 750,000 05/23/2003 05/23/2008 Common Stock 750,000 $0 750,000 D
Common Share Warrants $0.04(3) 05/01/2006 X(3) 750,000 05/23/2003 05/23/2008 Common Stock 750,000 $0 0 D
Series F Preferred Shares (3) 05/01/2006 C(3) 5,000 12/31/2001 (3) Common Stock 2,000,000 $200.01(6) 0 D
Series F Preferred Warrants $0.04(3) 05/01/2006 X(3) 2,500 12/31/2001 10/31/2006 Common Stock 1,000,000 $200.01(6) 0 D
Series G Preferred Shares (3) 05/01/2006 C(3) 18 01/13/2004 (3) Common Stock 5,625,000 $25,000(7) 0 D
Series G Preferred Warrants $0.04(3) 05/01/2006 X(3) 18 01/13/2004 10/31/2013 Common Stock 5,625,000 $25,000(7) 0 D
Common Share Warrants $0.07 11/29/2010 J(8) 1,000,000 11/29/2010 11/29/2015 Common Shares 1,000,000 $0 1,000,000 D
Common Share Warrants $0.063 08/10/2011 J(9) 1,000,000 08/10/2011 08/30/2016 Common Shares 1,000,000 $0 1,000,000 D
Common Share Warrants $0.08 05/30/2012 J(10) 1,000,000 05/30/2012 05/30/2017 Common Shares 1,000,000 $0 1,000,000 D
Explanation of Responses:
1. On May 23, 2003, the reporting person acquired 750,000 common share purchase warrants from the issuer in connection with the issuance of a 12-month promissory note evidencing a loan from the reporting person to the Issuer.
2. Resulting purchase from cash dividends paid to Series G preferred stockholders; purchase price based on December 31, 2005 closing price of Issuer?s common shares.
3. In March 2006, the Board of Directors approved a plan to raise additional capital from the holders of its outstanding warrants and stock options at a reduced price of $0.04 per share, in order to a) prevent further dilution by the issuance of additional securities to outsiders, and (b) to restructure the capitalization of the Company. On May 1, 2006, the reporting person converted the Series F preferred stock and Series G preferred stock into common shares, and exercised the Series F, Series G and May 23, 2003 warrants for shares of the issuer?s common stock, at an adjusted warrant exercise price of $0.04, to acquire a total of 15,000,000 shares of the company?s common stock.
4. Resulting purchase from cash dividends paid to Series G preferred stockholders; purchase price based on May 1, 2006 closing price of Issuer?s common shares.
5. Shares of common stock issued to reporting person in connection with financing costs related to Secured Multi-Draw Term Loan Facility Agreement in the amount of $2,000,000, with a maturity date of January 11, 2010.
6. Series F private placement consisted of units of Series F preferred shares and Series F warrants at a combined price of $200.01 per unit.
7. Series G private placement consisted of units of Series G preferred shares and Series G warrants at a combined price of $25,000 per unit.
8. Warrants acquired as consideration for an amendment to the issuer?s Secured Multi-Draw Term Loan Facility Agreement, increasing the reporting person?s ?Facility? to $4,750,000 and extending the maturity date to January 11, 2013.
9. Warrants acquired as consideration for an amendment to the issuer?s Secured Multi-Draw Term Loan Facility Agreement, increasing the reporting person?s ?Facility? to $5,250,000.
10. Warrants acquired as consideration for an amendment to the issuer?s Secured Multi-Draw Term Loan Facility Agreement, increasing the reporting person?s ?Facility? to $5,750,000 and extending the maturity date to January 11, 2016.
/s/ WALTER VILLIGER 04/29/2013
** 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).
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