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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
10% Series A Convertible Preferred Stock | $ 1 (1) | 09/10/2010 | C | 447,500 | 01/12/2010 | (4) | Common Stock | 477,209 (1) | $ 1 | 0 | I | Frost Gamma Investments Trust (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROST PHILLIP MD ET AL 4400 BISCAYNE BLVD MIAMI, FL 33137 |
X | |||
Frost Gamma Investments Trust 4400 BISCAYNE BLVD. SUITE 1500 MIAMI, FL 33137 |
X |
/s/ Phillip Frost, M.D. | 09/13/2010 | |
**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). |
(1) | The 10% Series A Convertible Preferred Stock was convertible into SafeStitch Medical, Inc. common stock at a price of $1.00 per share (equivalent to a conversion ratio of one share of common stock for each share of 10% Series A Convertible Preferred Stock, exclusive of accrued and unpaid dividends). The number of shares acquired includes 29,709 shares issued upon conversion of accrued and unpaid dividends. |
(2) | These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder. |
(3) | Represents additional shares acquired by the Reporting Person pursuant to the Issuer's offer of additional shares of common stock to encourage holder-initiated conversion of 10% Series A Convertible Preferred Stock. |
(4) | The 10% Series A Convertible Preferred Stock has no expiration date. |