UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B Convertible Preferred Stock (6) | (4) | (4) | Common Stock, par value $0.001 per share | 3,410,000 (5) | $ (5) | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PESSIN NORMAN H 400 E. 51ST STREET PH 31 NEW YORK, NY 10022 |
X | |||
Pessin Brian L. 310 E. 75TH STREET APARTMENT 2A NEW YORK, NY 10021 |
X | |||
PESSIN SANDRA F 400 E. 51ST STREET PH 31 NEW YORK, NY 10022 |
X |
/s/ Norman H. Pessin | 09/02/2021 | |
**Signature of Reporting Person | Date | |
/s/ Brian L. Pessin | 09/02/2021 | |
**Signature of Reporting Person | Date | |
/s/ Sandra F. Pessin | 09/02/2021 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is filed jointly by Norman H. Pessin, Brian L. Pessin and Sandra F. Pessin (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group, that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the shares of common stock reported herein except to the extent of his or her pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of common stock for purposes of Section 16 or for any other purpose. |
(2) | Shares beneficially owned by Sandra F. Pessin, Norman H. Pessin's spouse. Norman H. Pessin expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
(3) | Shares beneficially owned by Brian L. Pessin. Norman H. Pessin and Sandra F. Pessin expressly disclaim beneficial ownership of such shares. |
(4) | The Series B Convertible Preferred Stock ("Preferred Stock") is not currently exercisable due to a 4.99% beneficial ownership limitation with respect to Common Stock owned by Sandra F. Pessin, affiliates of Sandra F. Pessin or members of a Group with Sandra F. Pessin. Such 4.99% beneficial ownership limitation can be increased to 9.99%. The Preferred Stock has no stated maturity date. |
(5) | Sandra F. Pessin owns 1,705 shares of Preferred Stock initially convertible into 3,410,000 shares of Common Stock. |
(6) | This Form 3 amendment is being filed to add Sandra F. Pessin to the original Form 3 filed on April 1, 2019 and speaks as of that date. This amendment also revises the number of shares of Preferred Stock owned by Sandra F. Pessin stated in footnote 5. The share numbers in this Form 3 amendment do not reflect the 1-for-14 reverse split of the Issuer's Common Stock that was effected in January 2020. |