Director Ferayorni Justin John returned 170,710 shares to the company, closing all direct ownership in the company (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 |
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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). | ||||||||||||||||
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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STREAMLINE HEALTH SOLUTIONS INC. [ STRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2025 | ||||||||||||||||||||||||||
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, $0.01 par value | 08/12/2025 | D(1) | 78,416 | D | (1) | 0 | D | |||
Common Stock, $0.01 par value | 08/12/2025 | D(1) | 92,294 | D | (1) | 0 | I | Refer to footnote(2) |
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 | ||||||||
Warrant (right to buy) | $5.85(3) | 08/12/2025 | D(1) | 29,914 | (4) | (4) | Common Stock, $0.01 par value | 29,914 | (4) | 0 | I | Refer to footnote(5) |
Explanation of Responses: |
1. This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 29, 2025, by and among the Issuer, Mist Holding Co. ("Parent"), and MD BE Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, effective as of August 12, 2025, with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of the Company ("Common Stock") issued and outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive $5.34 in cash, without interest (the "Merger Consideration"). |
2. The securities are held in the account of Tamarack Advisers, LP (the "Holder") and may be deemed to be beneficially owned by Justin J. Ferayorni, the managing member of the general parter of the Holder. |
3. The Issuer effected a 1-for-15 reverse stock split of its common stock on October 4, 2024. The number of securities reported on this Form 4 has been adjusted to reflect the reverse stock split. |
4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each warrant to purchase shares of Common Stock (each, a "Company Warrant") that was outstanding and unexercised and had a per share exercise price that was less than the Merger Consideration was canceled and converted into the right to receive (i) a cash payment equal to (A) the number of shares of Common Stock subject to the Company Warrant immediately prior to the Effective Time multiplied by (B) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of Common Stock of such Company Warrant, less applicable withholding taxes. Each Company Warrant that was outstanding and unexercised with a per share exercise price that was equal to or greater than the Merger Consideration was canceled for no consideration. |
5. The reported securities are owned directly by The Ferayorni Family Trust for which Mr. Ferayorni serves as co-trustee. |
/s/ Justin Ferayorni | 08/14/2025 | |
** 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. |