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OPKO Health Inc.

Director's Dealing Nov 8, 2017

6963_rns_2017-11-07_5c1c2289-6f87-444e-9cec-ee76fad416b3.pdf

Director's Dealing

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FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may

continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person
OPKO Health, Inc.
2. Issuer Name and Ticker or Trading Symbol
Sevion Therapeutics, Inc. [SVON]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
____ Director
(Last) (First)
(Middle)
4400 Biscayne Blvd.
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2017
X
10% Owner
_ Officer (give title below)_ Other (specify below)
(Street)
Miami
FL
33137
(City)
(State)
(Zip)
4. If Amendment, Date 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
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)
6.
Ownership
Form:
7. Nature of
Indirect
Beneficial
(Month/Day/Year) Code V Amount (A) or
(D)
Price (Instr. 3 and 4) Direct (D)
or Indirect
(I)
(Instr. 4)
Ownership
(Instr. 4)
Common Stock 09/19/2017 (1)
C
1,250,006 A \$ 0 15,893,844 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
Underlying Securities
(Instr. 3 and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
10.
Ownership
Form of
Derivative
Security:
Direct (D)
or Indirect
(I)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
Title Amount or
Number of
Shares
(Instr. 4) (Instr. 4)
0% Series
C
Convertible
(2)
Perferred
\$0.4 09/19/2017 C 66,667 (3) (3) Common
Stock
1,250,006 \$
0
0 D

Explanation of Responses:

  • (1) The Reporting Person converted 66,667 shares of 0% Series C Convertible Preferred Stock on September 19, 2017 at a conversion price of \$.40 per share, resulting in the acquisition of 1,250,006 shares of Common Stock. The conversion was effected in connection with that certain proposed merger between the Issuer, Sevion Sub Ltd. ("Acquisition Sub"), and Eloxx Pharmaceuticals Ltd. ("Eloxx"), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement dated May 31, 2017, Acquisition Sub will merge with and into Eloxx, with Eloxx becoming the surviving corporation and a wholly-owned subsidiary of the Issuer.
  • (2) The derivative security was previously subject to a "blocker" pursuant to which the reporting person was unable to convert the derivative security to the extent such conversion would result in the reporting person owning more than 4.99%.
  • (3) The convertible preferred stock was convertible at any time at the holder's option and had no expiration date.

Adam Logal, Chief Financial Officer 11/07/2017 **Signature of Reporting Person Date

* 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.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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