President and CEO Grossman Adam S exercised 626,245 shares at a strike of $4.64 and sold $10,923,987 worth of shares (626,245 units at $17.44) (SEC Form 4)
$ADMA
Biotechnology: Biological Products (No Diagnostic Substances)
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
ADMA BIOLOGICS, INC. [ ADMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2024 | ||||||||||||||||||||||||||
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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 | 08/26/2024 | M | 64,405 | A | $3.35 | 2,124,131 | D | |||
| Common Stock | 08/26/2024 | M | 55,000 | A | $5 | 2,179,131 | D | |||
| Common Stock | 08/26/2024 | M | 16,984 | A | $5.96 | 2,196,115 | D | |||
| Common Stock | 08/26/2024 | M | 40,500 | A | $9.37 | 2,236,615 | D | |||
| Common Stock | 08/26/2024 | M | 60,000 | A | $10.8 | 2,296,615 | D | |||
| Common Stock | 08/26/2024 | S | 236,889 | D | $17.6922(1) | 2,059,726 | D | |||
| Common Stock | 08/27/2024 | M | 341,960 | A | $3.35 | 2,401,686 | D | |||
| Common Stock | 08/27/2024 | M | 47,396 | A | $2.915 | 2,449,082 | D | |||
| Common Stock | 08/27/2024 | S | 389,356 | D | $17.2924(2) | 2,059,726(3)(4)(5) | D | |||
| Common Stock | 1,143,426 | I | See Footnote(6) | |||||||
| Common Stock | 580,957 | I | See Footnote(7) | |||||||
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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 | $3.35 | 08/26/2024 | M | 64,405 | (8) | 03/06/2033 | Common Stock | 64,405 | $3.35 | 1,082,980 | D | ||||
| Common Stock | $5 | 08/26/2024 | M | 55,000 | (9) | 02/14/2027 | Common Stock | 55,000 | $5 | 0 | D | ||||
| Common Stock | $5.96 | 08/26/2024 | M | 16,984(14) | (10) | 01/28/2026 | Common Stock | 16,984 | $5.96 | 0 | D | ||||
| Common Stock | $9.37 | 08/26/2024 | M | 40,500(14) | (11) | 10/09/2025 | Common Stock | 40,500 | $9.37 | 0 | D | ||||
| Common Stock | $10.8 | 08/26/2024 | M | 60,000(14) | (12) | 01/30/2025 | Common Stock | 60,000 | $10.8 | 0 | D | ||||
| Common Stock | $3.35 | 08/27/2024 | M | 341,960 | (8) | 03/06/2033 | Common Stock | 341,960 | $3.35 | 741,020 | D | ||||
| Common Stock | $2.915 | 08/27/2024 | M | 47,396 | (13) | 02/28/2030 | Common Stock | 47,396 | $2.915 | 0 | D | ||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.50 to $18.45. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 2. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.25 to $17.375. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 3. Includes, as of the transaction date, (i) 557,728 restricted stock units ("RSUs") granted on February 26, 2024, vesting quarterly on each annual anniversary of the date of grant over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (ii) 430,272 unvested RSUs granted on March 6, 2023 that will vest quarterly on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; (iii) 150,000 unvested RSUs granted on March 7, 2022 that will vest quarterly on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into common stock upon vesting; |
| 4. (continued from footnote 3) (iv) 113,438 unvested time-based RSUs granted on September 29, 2021, subject to time-based vesting conditions which will vest in eight (8) equal quarterly installments over a period of two years following December 31, 2022, becoming fully vested on December 31, 2024 and that will be settled into common stock upon vesting, subject to the reporting person's continued employment on the applicable vesting date; (v) 45,788 unvested RSUs granted on February 25, 2021, which will vest in equal quarterly installments on each annual anniversary of the date of grant, over four years, subject to the reporting person's continued service as of the applicable vesting date, and will be settled into common stock upon vesting; |
| 5. (continued from footnote 4) and (vi) 762,500 shares of common stock owned by the reporting person, which reflects prior purchases and the prior net settlement upon vesting of previously granted RSUs after the withholding of shares to cover applicable taxes. |
| 6. These shares are owned by Areth, LLC ("Areth"). The reporting person is a control person of Areth. |
| 7. These shares are owned by Hariden, LLC ("Hariden"). The reporting person is the managing member of Hariden. |
| 8. These options were granted on March 6, 2023 and vest over four years with 25% of the shares of common stock underlying the options vesting on the one year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on March 6, 2027. |
| 9. These options were granted on February 14, 2017 and vested over four years with 25% of the shares of common stock underlying the option vesting on the one year anniversary of the grant date and the remaining 75% of the shares of common stock underlying the option vesting in equal monthly installments thereafter beginning on March 14, 2018, becoming fully vested on February 14, 2021. |
| 10. These options were granted on January 28, 2016 and vested over four years with 25% vesting on the one year anniversary of the date of grant and the remaining 75% vesting monthly in equal installments over the next three years thereafter, becoming fully vested on January 28, 2020. |
| 11. These options were granted on October 9, 2015 and vested over four years with 25% vesting on the one year anniversary of the date of grant and the remaining 75% vesting monthly in equal installments over the next three years thereafter, becoming fully vested on October 9, 2019. |
| 12. These options were granted on January 30, 2015 and vested over four years with 25% vesting on the one year anniversary of the date of grant and the remaining 75% vesting monthly in equal installments over the next three years thereafter, becoming fully vested on January 30, 2019. |
| 13. These options were granted on February 28, 2020 and vested over four years with 25% of the shares of common stock underlying the options vesting on the one year anniversary of the date of grant and the remaining 75% of such shares vesting monthly in equal installments over the next three years, becoming fully vested on February 28, 2024. |
| 14. The Reporting Person is exercising these options due, in part, to their near-term expiration date. |
| /s/ Adam S. Grossman, by Michael A. Goldstein as Attorney-in-fact | 08/27/2024 | |
| ** 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. | ||