Director Theofilos Charles Steve was granted 16,582 shares, increasing direct ownership by 4% to 454,202 units (SEC Form 4)
$ECOR
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| 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
electroCore, Inc. [ ECOR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/03/2024 | ||||||||||||||||||||||||||
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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 | 09/03/2024 | A(1) | 16,582 | A | $0 | 454,202(2) | D | |||
| Common Stock | 153,168 | I | By spouse(3) | |||||||
| Common Stock | 790 | I | By spouse(4) | |||||||
| Common Stock | 6,142 | I | By spouse(5) | |||||||
| Common Stock | 8,556 | I | By spouse(6) | |||||||
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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 | ||||||||
| Common Stock Warrants (right to buy) | (7) | (7) | (7) | Common Stock | 385,059 | 385,059 | I | By spouse(7) | |||||||
| Prefunded Common Stock Warrants (right to buy) | (8) | (8) | (8) | Common Stock | 770,119 | 770,119 | I | By spouse(8) | |||||||
| Common Stock Warrants (right to buy) | (9) | (9) | (9) | Common Stock | 283,285 | 283,285 | I | By spouse(9) | |||||||
| Prefunded Common Stock Warrants (right to buy) | (10) | (10) | (10) | Common Stock | 113,314 | 113,314 | I | By spouse(10) | |||||||
| Explanation of Responses: |
| 1. Represents a grant of Deferred Stock Units ("DSUs") which vest in 12 equal monthly installments commencing on the one-month anniversary of the grant date; provided, however, that the DSUs shall vest in full on the earlier of (i) the one-year anniversary of the grant date, (ii) the close of business one business day prior to the Issuer's next annual stockholder meeting following the grant date, (iii) the date of the Reporting Person's death, or (iv) the date immediately prior to a change of control resulting in the termination of affiliation of the Reporting Person, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date. |
| 2. Includes 25,210 shares of common stock underlying DSUs which were granted by the Issuer to the Reporting Person on January 1, 2024. As previously reported in the Form 4 filed by the Reporting Person on January 3, 2024, such DSUs vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the Reporting Person remains in continuous service with the Issuer or an affiliate through the applicable vesting date. |
| 3. These shares of common stock are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC ("HH Management") is the general partner, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock. |
| 4. These shares of common stock are held by MCKT, LLC, a Florida limited liability company, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock. |
| 5. These shares of common stock are held by the Reporting Person's adult children. Kathryn Theofilos, the Reporting Person's spouse, shares voting and dispositive power over such shares. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock. |
| 6. These shares of common stock are held by Kathryn Theofilos, the Reporting Person's spouse. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares of common stock. |
| 7. The holder of these common stock warrants (the "June 2024 Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The June 2024 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation (as defined below), at an exercise price of $6.43 (subject to adjustment) and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise. |
| 8. The holder of these prefunded common stock warrants (the "June 2024 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The June 2024 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise. |
| 9. The holder of these common stock warrants (the "2023 Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The 2023 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $4.35 (subject to adjustment) and will expire on February 2, 2029. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any 2023 Warrants or any shares of common stock issuable upon their exercise. |
| 10. The holder of these prefunded common stock warrants (the "2023 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the Reporting Person's spouse, is the manager. The 2023 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of any 2023 Prefunded Warrants or any shares of common stock issuable upon their exercise. |
| /s/ Charles Steve Theofilos | 09/05/2024 | |
| ** 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. | ||