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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 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 | |
Grossman Adam S C/O ADMA BIOLOGICS, INC. 465 STATE ROUTE 17 RAMSEY, NJ 07446 |
X | President and CEO |
/s/ Adam S. Grossman, by Brian Lenz as Attorneyin-fact | 10/01/2021 | |
**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) | These shares represent restricted stock units ("RSUs") that will be settled into common stock upon vesting. Subject to the reporting person's continued employment on the applicable vesting date, these RSUs are subject to time based vesting conditions (the "Time-Based RSUs"), of which (x) 50% of the Time Based RSUs shall vest on December 31, 2022 ("Initial Vesting Date") and (y) 50% of the Time-Based RSUs shall vest in eight (8) equal quarterly installments over a period of two years following the Initial Vesting Date, becoming fully vested on December 31, 2024. |
(2) | These shares represent RSUs that will be settled into common stock upon vesting. Subject to the reporting person's continued employment on the applicable vesting date, these RSUs are subject to milestone-based vesting conditions (the "Milestone-Based RSUs") established by the Board of Directors, upon the recommendation of the Compensation Committee of the Board of Directors, of which (x) 22.2% of the Milestone-Based RSUs shall become vested upon the completion of a debt refinancing which adds non-dilutive capital to the Company's balance sheet before or during the calendar year ending December 31, 2022, (y) 33.3% of the Milestone-Based RSUs shall become vested upon the achievement of a 15% gross margin on BIVIGAM without intermediates by the end of the fourth quarter of 2022, and (z) 44.5% of the Milestone-Based RSUs shall become vested upon the achievement of $35 million in quarterly revenues in or before the fourth quarter of 2022. |
(3) | Includes (i) 907,500 Time-Based RSUs granted on September 29, 2021 and reported on this Form 4, subject to vesting as set forth in footnote (1) and that will be settled into common stock upon vesting; (ii) 742,500 Milestone-Based RSUs granted on September 29, 2021 and reported on this Form 4, subject to vesting as set forth in footnote (2) and that will be settled into common stock upon vesting; (iii) 221,447 RSUs granted on February 25, 2021, of which 183,150 RSUs will vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and 38,297 RSUs are subject to cliff vesting with one-third of such RSUs vesting on each anniversary of the date of grant over three years, subject to the reporting person's continued service as of the applicable vesting date, and in each case will be settled into common stock upon vesting; |
(4) | (continued from footnote 3) (iv) 75,000 RSUs granted on February 28, 2020, which vest quarterly on each anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and will be settled into common stock upon vesting; and (v) 91,169 shares of common stock owned by the reporting person, which reflects the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes. |
(5) | These shares are owned by Areth, LLC ("Areth"). The reporting person is a control person of Areth. |
(6) | These shares are owned by Hariden, LLC ("Hariden"). The reporting person is the managing member of Hariden. |