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
CAPRICOR THERAPEUTICS, INC. [ CAPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/16/2016 | ||||||||||||||||||||||||||
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 | 03/16/2016 | P | 416,666 | A | $2.4 | 842,439 | D(1)(2) | |||
Common Stock | 1,556,141 | I | By MD BTI, LLC(3) | |||||||
Common Stock | 03/16/2016 | P | 416,666 | A | $2.4 | 842,439 | I | By Edward St. John, LLC(4) | ||
Common Stock | 1,556,141 | I | By MD BTI, LLC(5) | |||||||
Common Stock | 54,602 | D(6) | ||||||||
Common Stock | 324,196 | I | By MD BTI, Inc.(7) |
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 | $4.5 | 03/16/2016 | P | 208,333 | 09/17/2016 | 03/16/2019 | Common Stock | 208,333 | $0 | 208,333 | D(1)(2) | ||||
Warrant | $4.5 | 03/16/2016 | P | 208,333 | 09/17/2016 | 03/16/2019 | Common Stock | 208,333 | $0 | 208,333 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 4 is filed jointly by Edward A. St. John and Edward St. John, LLC ("St. John LLC"). The shares and warrants reported here are owned directly by St. John LLC. |
2. St. John LLC entered into a Subscription Agreement with Capricor Therapeutics, Inc. (the "Issuer") pursuant to which St. John LLC, on March 16, 2016, purchased an aggregate of 416,666 shares of the Issuer's common stock at a purchase price of $2.40 per share for an aggregate purchase price of approximately US$1,000,000. In connection with the purchase of shares, St. John LLC also received a warrant to purchase up to 208,333 shares of the Issuer's common stock at a strike price of $4.50 per share, exercisable at any time between September 17, 2016 and March 16, 2019. |
3. The shares reported here are owned indirectly by St. John LLC. |
4. Mr. St. John is the sole member and general manager of St. John LLC. Accordingly, Mr. St. John is the indirect beneficial owner of the shares and warrants reported here. Mr. St. John disclaims beneficial ownership of these shares and warrants except to the extent of his pecuniary interest in the shares and warrants. |
5. The shares reported here are owned indirectly by Mr. St. John. |
6. The shares reported here are owned directly by Mr. St. John. |
7. Thee shares reported here are owned indirectly by Mr. St. John. |
/s/ Joseph P. Ward, attorney-in-fact | 03/18/2016 | |
/s/ Joseph P. Ward, attorney-in-fact | 03/18/2016 | |
** 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. |