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
VERMILLION, INC. [ VRML ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2018 | ||||||||||||||||||||||||||
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, par value $0.001 | 04/17/2018 | P | 654,136 | A | $1 | 3,551,157 | I | By Tanya Eva Schuler Trust(1)(6) | ||
Common Stock, par value $0.001 | 04/17/2018 | P | 654,136 | A | $1 | 3,551,157 | I | By Therese Heidi Schuler Trust(2)(6) | ||
Common Stock, par value $0.001 | 04/17/2018 | P | 145,365 | A | $1 | 985,368 | I | By Schuler GC 2010 Continuation Trust(3)(6) | ||
Common Stock, par value $0.001 | 04/17/2018 | P | 654,137 | A | $1 | 1,007,377 | I | By Schuler Grandchildren LLC(4)(6) | ||
Common Stock, par value $0.001 | 141,304 | I | By Seascape Partners L.P.(5)(6) | |||||||
Common Stock, par value $0.001 | 26,000 | I | By spouse(6) |
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 | ||||||||
Series B Convertible Preferred Stock (Right to Buy) | (7) | 04/17/2018 | P | 2,459 | (7) | (7) | Common Stock | 245,900 | $100 | 2,459 | I | By Tanya Eva Schuler Trust(1)(6) | |||
Series B Convertible Preferred Stock (Right to Buy) | (7) | 04/17/2018 | P | 2,458 | (7) | (7) | Common Stock | 245,800 | $100 | 2,458 | I | By Therese Heidi Schuler Trust(2)(6) | |||
Series B Convertible Preferred Stock (Right to Buy) | (7) | 04/17/2018 | P | 547 | (7) | (7) | Common Stock | 54,700 | $100 | 547 | I | By Schuler GC 2010 Continuation Trust(3)(6) | |||
Series B Convertible Preferred Stock (Right to Buy) | (7) | 04/17/2018 | P | 2,458 | (7) | (7) | Common Stock | 245,800 | $100 | 2,458 | I | By Schuler Grandchildren LLC(4)(6) |
Explanation of Responses: |
1. These shares of Common Stock ("Shares") and Series B Convertible Preferred Stock ("Preferred Stock") are directly owned by the Tanya Eva Schuler Trust. H. George Schuler is the sole trustee of the Tanya Eva Schuler Trust. |
2. These Shares and Preferred Stock are directly owned by the Therese Heidi Schuler Trust. H. George Schuler is the sole trustee of the Therese Heidi Schuler Trust. |
3. These Shares and Preferred Stock are directly owned by the Schuler GC 2010 Continuation Trust. H. George Schuler is the sole trustee of the Schuler GC 2010 Continuation Trust. |
4. These Shares and Preferred Stock are directly owned by the Schuler Grandchildren LLC. H. George Schuler is the manager of the Schuler Grandchildren LLC. |
5. These Shares are directly owned by Seascape Partners L.P., a family limited partnership. H. George Schuler is the manager of Seascape Partners L.P. |
6. The reporting person disclaims beneficial ownership of these Shares and Preferred Stock except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of the Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
7. Each share of Preferred Stock is initially convertible into 100 Shares automatically upon the Requisite Stockholder Approval (defined and described further in the Schedule 13D/A filed by the Reporting Person on April 19, 2018), subject to customary anti-dilution adjustments, reflecting an initial conversion price equal to $1.00 per share. The Preferred Stock has no expiration date. |
/s/ H. George Schuler | 04/19/2018 | |
** 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. |