(1)
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NAMES OF REPORTING PERSONS
William Garner, MD
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐ (b) ☐
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(3)
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SEC USE ONLY
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(4)
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SOURCE OF FUNDS (see instructions)
PF
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(5)
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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(6)
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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(7)
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SOLE VOTING POWER
2,465,207 shares
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(8)
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SHARED VOTING POWER
0 shares
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(9)
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SOLE DISPOSITIVE POWER
2,465,207 shares
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(10)
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SHARED DISPOSITIVE POWER
0 shares
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(11)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,465,207 shares
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(12)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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(13)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 6.1% (based on 40,253,056 shares of Common Stock, the most recent publicly available information of the Issuer’s issued and outstanding shares as of February 12, 2016)
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(14)
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TYPE OF REPORTING PERSON (see instructions)
IN (individual)
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(a) | This Statement is being filed by Dr. William Garner, a former Director of the Issuer (the “Reporting Person”). |
(b) | Dr. William Garner’s principal office is located at 100 Calle del Muelle, #21007, San Juan, Puerto Rico 00901, telephone number 917-653-0470. |
(c) | The Reporting Person is currently not an officer of the Issuer nor a member of the Board of the Directors of the Issuer. |
(d) | The Reporting Persons has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors.) |
(e) | The Reporting Persons has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject or, federal or state securities laws or finding any violation with respect to such laws. |
(f) | Mr. Garner is a citizen of the United States of America. |
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(a)
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causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(b)
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a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
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(c)
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any action similar to any of those enumerated in (a) through (c), above.
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(a) | The Reporting Person beneficially owns 2,465,207 shares (6.1%) (the “Shares”) of the 40,253,056 shares of outstanding Common Stock of the Issuer, according to the most recent publicly available information of the Issuer’s issued and outstanding shares as of February 12, 2016 |
(b) | The Reporting Person holds sole power to dispose of the Shares. |
(c) | Other than the transaction described herein there have been no other transactions concerning the common stock of the Issuer effected during the past sixty (60) days. |
(d) | No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities. |
(e) | Not applicable. |
(a) | The Reporting Person may not execute any Sales Transactions during the first 30 minutes or last 30 minutes of any trading day. |
(b) | The Reporting Person may not during any trading day enter into any Transaction (or series of Transactions) that results in a sale of Shares equal to or greater than 10% of total daily volume of the Company’s Common Stock for the trading day; provided, however, that if the daily volume, when compared to the previous trading day’s volume, increases by 35% or more, the Shareholder may sell Shares equal to an additional 5% of that day’s trading volume up to an amount equal to 15% of that day’s daily trading volume. |
(c) | The Reporting Person may not enter into a Transaction pursuant to clause 5(b) at a price that is more than 3% above or below the prevailing market price. |
(d) | The Reporting Person shall direct his broker to provide the Company with weekly reports of any sales of the Restricted Shares together with a calculation indicating whether or not such sales are with in the limits imposed above in clause 5(b). In the event that during any trading day the Reporting Person sells Restricted Shares in excess of the limits imposed by clause 5(b), then the amount of the excess shall reduce the amount of Restricted Shares which may be sold in the next trading day in which the Reporting Person executes a Sales Transaction by an amount equal to the excess amount sold; provided, however that if the excess amount sold exceeds by more than 2% that day’s trading volume limit (e.g. greater than 12% is sold during a trading day in which the 10% limit is applicable) then the Reporting Person shall direct his broker, within three trading days, to buy an amount of Common Stock equal to such excess amount sold. The Company shall have the right, upon reasonable notice, to request a report of daily trading activity from the broker. |