Chairman & CEO Fernandez Charles M. was granted 714,183 shares, increasing direct ownership by 2% to 1,576,598 units (SEC Form 4)

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SEC FORM 4 SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Fernandez Charles M.

(Last) (First) (Middle)
C/O NEXTPLAT CORP
3250 MARY ST., SUITE 410

(Street)
COCONUT GROVE FL 33133

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NextPlat Corp [ NXPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Common Stock 10/01/2024 A 27,145 A (1) 1,576,598 D
Common Stock 10/01/2024 A 687,038 A (2) 2,990,252 I eAperion Partners LLC(3)
Common Stock 25,000 I Spouse(4)
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
Employee Stock Option (right to buy) $1.48 10/01/2024 A 233,682 (5) 09/13/2032 Common Stock 233,682 $0 233,682 D
Explanation of Responses:
1. On October 1, 2024, the Reporting Person received 27,145 shares of the Issuer's common stock in exchange for 18,261 shares of Progressive Care Inc. in connection with the merger of Progressive Care Inc. into the Issuer (the "Merger"). On the effective date of the Merger, the Issuer's Per Share Value was $1.48, which is the daily volume weighted average price of the Issuer's common stock for the 20-trading day period ended on the trading day immediately preceding the date of the Merger Agreement on Nasdaq.
2. In connection with the Merger, the Reporting Person indirectly received 687,038 shares of the Issuer's common stock in exchange for 462,185 shares of Progressive Care Inc. through eAperion Partners LLC. On the effective date of the Merger, the Issuer's Per Share Value was $1.48, which is the daily volume weighted average price of the Issuer's common stock for the 20-trading day period ended on the trading day immediately preceding the date of the Merger Agreement on Nasdaq.
3. Mr. Fernandez is the sole member and managing partner of eAperion Partners LLC and has voting and dispotive power over the reported shares.
4. Lauren Sturges-Fernandez
5. In connection with the Merger, the Report Person received stock options to acquire 233,682 shares of the Issuer's common stock in exchange for stock options to acquire 157,203 shares of Progressive Care Inc. The options are fully vested.
/s/ Charles M. Fernandez 10/04/2024
** 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.
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