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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
Convertible Promissory Note | $ 12.17 | 11/14/2008 | M | 2,500,000 | 03/25/2008 | 11/30/2008 | Common Stock | 205,423 | $ 12.17 | 1,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRIEDLI PETER C/O OSIRIS THERAPEUTICS, INC. 7015 ALBERT EINSTEIN DRIVE COLUMBIA, MD 21046 |
X | X | Chairman |
Peter Friedli | 11/14/2008 | |
**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) | Represents the conversion of Convertible Promissory Note dated March 25, 2008 of the issuer in the original principal amount of $2,500,000, at the conversion price of $12.17 per share. The notes were issued pursuant to a private placement intended to qualify under Regulation S and Section 4(2), of the Securites Act of 1933, as amended (the "Act"), and the shares of common stock were issued upon conversion pursuant to Regulation S and Section 4(2), and pursuant to Section 3(a)(9) of the Act. The holders have been afforded registration rights in respect of the shares of common stock issued upon conversion. |
(2) | The Reporting Person holds indirect beneficial ownership of 2,750 shares held by his spouse, 625 shares held by his mother and 4,153,310 shares owned by Venturetec, Inc. The Reporting Person holds approximately a 3% interest in Venturetec, Inc. and serves as its president. The Reporting Person disclaims beneficial interest in the shares held by his spouse and mother and disclaims beneficial interest in the shares held by Venturetec, Inc. beyond the extent of his pecuniary interest therein. |