| 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 |
|
|||||||||||||||
|
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)
|
2. Issuer Name and Ticker or Trading Symbol
NUPATHE INC. [ path ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/08/2012 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 Preferred Stock | $2 | 11/08/2012 | J | 0(2) | 10/23/2012(1) | (3) | Common Stock | 1,474,904(2)(4) | (5) | 2,500,000(2)(4) | I | Investment Manager(4)(6) | |||
| Warrant | $2 | 10/23/2012(7) | J(7) | 0(7) | 04/23/2013 | 10/23/2017 | Common Stock | 738,042(8) | (9) | 2,500,000(8) | I | Investment Manager(6)(8) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This is the first date the securities can be converted. |
| 2. Pursuant to the terms of a Blocker Letter, the reporting persons cannot convert Series A Preferred Stock until such time as the reporting persons would not beneficially own, after any such conversion, more than 9.999% of the outstanding shares of Common Stock; accordingly, this is an "exit" filing for the reporting persons. |
| 3. There is no expiration date. |
| 4. Sabby Healthcare Volatility Master Fund, Ltd. ("SHVMF") owns Series A Preferred Stock convertible into 2,000,000 common shares and Sabby Volatility Warrant Master Fund, Ltd. (SVWMF") owns Series A Preferred Stock convertible into 500,000 shares. See also footnote 2 describing the Blocker Letter applicable to these holdings. |
| 5. SHVMF owns Series A Preferred Stock with a notional value of $4,000,000 and SVWMF owns Series A Preferred Stock with a notional value of $1,000,000. |
| 6. The securities are held by SHVMF and SVWMF, Sabby Management, LLC serves as investment manager of SHVMF and SVWMF, Hal Mintz is the manager of Sabby Management, LLC and Hal Mintz and Sabby Management, LLC disclaim beneficial ownership of the securities held except to the extent of any pecuniary interest therein. |
| 7. No additional transaction has taken place with respect to this security. |
| 8. SHVMF owns warrants exercisable into 2,000,000 common shares and SVWMF owns warrants exercisable into 500,000 common shares. The warrants contain a limitation on exercise prohibiting any holder from exercising warrants if as a result of such exercise the holder and its affiliates would in the aggregate own in excess of 4.999% of the issuer's common stock, accordingly, this is an "exit" filing for the reporting persons. |
| 9. Not applicable. |
| /s/ Robert Grundstein, Chief Operating Officer | 11/09/2012 | |
| /s/ Barbars Austin, as Authorized Person of a Director | 11/09/2012 | |
| /s/ Hal Mintz | 11/09/2012 | |
| ** 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. | ||