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
Imprimis Pharmaceuticals, Inc. [ IMMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/29/2012 | ||||||||||||||||||||||||||
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(2) | 06/29/2012 | C | 7,498,500 | A | $0 | 15,738,545 | D(1) | |||
Common Stock(3) | 07/12/2012 | J | 15,738,545 | D | $0 | 0 | D(1) |
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 A Convertible Preferred Stock | $0.0013 | 07/12/2012 | C | 10 | 02/28/2012 | (4) | Common Stock | 7,498,500 | $0 | 0 | D(1) | ||||
Warrants (Right to Buy)(5) | $1.185 | 07/12/2012 | J | 241,308 | 04/30/2012 | 04/29/2015 | Common Stock | 241,308 | $0 | 0 | D(1) |
Explanation of Responses: |
1. The reporting person was the direct beneficial owner of such shares of the Issuer's capital stock, prior to its distribution of such shares to its members on July 12, 2012 pursuant to the terms of its operating agreement. Mr. Mark L. Baum and Mr. Robert J. Kammer are the managing members of the reporting person and each holds an ownership interest in the reporting person, and as managing members of the reporting person may be deemed to have voting and dispositive power over the shares of the Issuer's capital stock owned by the reporting person. Both Mr. Baum and Dr. Kammer disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. |
2. Issued upon conversion of ten (10) shares of Series A Convertible Preferred Stock of the Issuer at the election of the reporting person and in consideration of the Issuer's payment of an aggregate amount of $200,000 to induce such conversion, pursuant to the terms of a conversion agreement between the reporting person and the Issuer dated as of June 29, 2012. |
3. Shares of Common Stock distributed to the members of the reporting person on July 12, 2012, and to certain additional individuals. |
4. Each share of Series A Convertible Preferred Stock of the Issuer is convertible into shares of the Common Stock of the Issuer at any time at the option of the holder, and accordingly such shares do not have an expiration date. |
5. Distributed to the members of the reporting person on July 12, 2012. |
/s/ Mark L. Baum | 07/20/2012 | |
** 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. |