06/13/2025 | Press release | Distributed by Public on 06/13/2025 04:11
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 |
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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kreis Leslie W. C/O BIOS PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107 |
X | |||
Cavu Management, LP C/O BIOS PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107 |
X | |||
Cavu Advisors, LLC C/O BIOS PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107 |
X | |||
BP Directors, LP C/O BIOS PARTNERS 1751 RIVER RUN SUITE 400 FORT WORTH, TX 76107 |
X |
Leslie W. Kreis, Jr By: /s/ John Fucci, as attorney-in-fact | 06/12/2025 | |
**Signature of Reporting Person | Date | |
Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact | 06/12/2025 | |
**Signature of Reporting Person | Date | |
Cavu Advisors, LLC By: /s/ John Fucci, as attorney-in-fact | 06/12/2025 | |
**Signature of Reporting Person | Date | |
BP Directors, LP By: Bios Equity Partners, LP, its general partner By: Cavu Management, LP By: Cavu Advisors, LLC, its general partner By: /s/ John Fucci, as attorney-in-fact | 06/12/2025 | |
**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 price reported in Column 4 is a weighted average price. On June 12, 2025 each of Bios Fund I QP, LP ("Bios Fund I QP"), Bios Fund I, LP ("Bios Fund I"), Bios Fund II NT, LP ("Bios Fund II NT"), Bios Fund II QP, LP ("Bios Fund II QP") and Bios Fund II, LP ("Bios Fund II") sold shares in multiple transactions at prices ranging from $3.57 to $3.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Isser, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
(2) | Bios Equity Partners, LP ("Bios Equity I") is the general partner of the following entities: Bios Fund I, Bios Fund I QP and BP Directors, LP ("Bios Directors"). Bios Equity Partners II, LP ("Bios Equity II") is the general partner of the following entities: Bios Fund II, Bios Fund II QP and Bios Fund II NT. Cavu Management, LP ("Cavu Management"), an entity managed and controlled by Leslie W. Kreis, Jr and Bios Capital Management, LP ("Bios Management"), an entity managed and controlled by Aaron Glenn Louis Fletcher, are each a general partner of Bios Equity I and Bios Equity II. Cavu Advisors LLC ("Cavu Advisors"), an entity that is managed and controlled by Mr. Kreis, is the general partner of Cavu Management. Bios Advisors GP, LLC ("Bios Advisors"), an entity that is managed and controlled by Mr. Fletcher, is the general partner of Bios Management. |
(3) | Mr. Kreis, Cavu Management, Cavu Advisors, Mr. Fletcher, Bios Management and Bios Advisors each share voting and investment control with respect to the shares held by Bios Fund I, Bios Fund I QP, Bios Directors, Bios Fund II, Bios Fund II QP and Bios Fund II NT (collectively, the "Bios Equity Entities"). Because of the relationship between Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors, Bios Advisors and the Bios Equity Entities, Mr. Kreis, Mr. Fletcher, Cavu Management, Bios Management, Cavu Advisors and Bios Advisors each may be deemed to beneficially own the shares held directly by the Bios Equity Entities. |
(4) | For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
Remarks: This Form 4 is the second of two Forms 4 filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting person. The first Form 4 was filed by Aaron Glenn Louis Fletcher as the designated filer. |