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
BIOVEST INTERNATIONAL INC [ BVTI.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2013 | ||||||||||||||||||||||||||
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 | 07/09/2013 | J(1) | 18,428 | D | $0 | 1,165,366 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | ||
COMMON STOCK | 07/09/2013 | J(3) | 17,360,000 | A | $0 | 17,360,000 | I | By: Corps Real, LLC(4) | ||
COMMON STOCK | 07/09/2013 | J(3) | 8,680,000 | A | $0 | 8,680,000 | I | By: Pabeti, Inc.(5) |
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 | ||||||||
Stock Option (Right to Buy) | $0.57 | 07/09/2013 | J(1) | 176,750 | (1) | (1) | Common Stock | 176,750 | $0 | 0 | D | ||||
Stock Option (Right to Buy) | $1.13 | 07/09/2013 | J(1) | 60,000 | (1) | (1) | Common Stock | 60,000 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Stock Option (Right to Buy) | $0.66 | 07/09/2013 | J(1) | 60,000 | (1) | (1) | Common Stock | 60,000 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Stock Option (Right to Buy) | $0.69 | 07/09/2013 | J(1) | 160,000 | (1) | (1) | Common Stock | 160,000 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Common Stock Warrant (Right to Buy) | $0.32 | 07/09/2013 | J(1) | 840,909 | (1) | (1) | Common Stock | 840,909 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Common Stock Warrant (Right to Buy) | $1.1 | 07/09/2013 | J(1) | 3,636,360 | (1) | (1) | Common Stock | 3,636,360 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Common Stock Warrant (Right to Buy) | $0.5 | 07/09/2013 | J(1) | 1,640,000 | (1) | (1) | Common Stock | 1,640,000 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Common Stock Warrant (Right to Buy) | $0.4 | 07/09/2013 | J(1) | 1,125,000 | (1) | (1) | Common Stock | 1,125,000 | $0 | 0 | I | By: Michelle A. Osman Trustee of the Michelle A. Osman Trust dated March 14, 2009(2) | |||
Common Stock Warrant (Right to Buy) | $0.5 | 07/09/2013 | J(1) | 150,000 | (1) | (1) | Common Stock | 150,000 | $0 | 0 | I | By: Ronald E. Osman & Associates Ltd 401(k) Profit Sharing Plan(6) | |||
Secured Convertible Promissory Note | $0.75 | 07/09/2013 | J(1) | 5,333,333 | (1) | (1) | Common Stock | 5,333,333 | $0 | 0 | I | By: Corps Real, LLC(5) |
Explanation of Responses: |
1. Pursuant to the First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as modified, amended and supplemented, the ?Plan?) of Biovest International, Inc. (the "Company"), which was confirmed by the United States Bankruptcy Court for the Middle District of Florida, Tampa Division on June 28, 2013 and became effective on July 9, 2013 (the "Effective Date"), all equity interests of the Company, and options to purchase such equity interests, that were outstanding prior to the Effective Date were cancelled without consideration on the Effective Date. |
2. The Reporting Person is the spouse of the Trustee of the Michelle A. Osman Trust and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
3. On the Effective Date, the Company issued a total of 17,360,000 shares of common stock, par value $0.01 per share (?Common Stock?) to Corps Real, LLC and 8,680,000 shares of Common Stock to Pabeti, Inc. upon the conversion of senior secured indebtedness held by such entities, respectively. |
4. The Reporting Person is the managing member of Corps Real, LLC and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
5. The Reporting Person is the president and a director of Pabeti, Inc. and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
6. The Reporting Person is deemed to be the beneficial owner of the underlying warrant shares held by the Ronald E. Osman & Associates Ltd 401(k) Profit Sharing Plan (the ?401(k) Plan?) to the extent of the Reporting Person?s interest therein (and the Reporting Person disclaims beneficial ownership of any other warrant shares held by the 401(k) Plan). |
Remarks: |
/s/ Ronald E. Osman | 08/21/2013 | |
** 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. |