Seabaugh Ramona converted options into 680 shares and sold $1,726 worth of shares (303 units at $5.70), increasing direct ownership by 45% to 1,222 units (SEC Form 4)
$MDVL
Retail-Drug Stores and Proprietary Stores
Consumer Staples
| 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). | |||||||||||||||||
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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
MedAvail Holdings, Inc. [ MDVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/01/2023 | ||||||||||||||||||||||||||
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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(1) | 09/01/2023 | M | 680 | A | $0 | 1,525(2) | D | |||
| Common Stock | 09/28/2023 | S(3) | 303 | D | $5.6971(4) | 1,222 | D | |||
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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 | ||||||||
| Restricted Stock Units | (5) | 09/01/2023 | M | 680 | (6) | 09/20/2031 | Common Stock | 680 | $0 | 679(7) | D | ||||
| Explanation of Responses: |
| 1. On July 31, 2023, the Issuer effected a 1-for-50 reverse stock split of the issued and outstanding shares of its common stock. Upon effectiveness of the reverse stock split, every 50 shares of common stock were automatically converted into one share of common stock. The securities reported on this Form 4 have been adjusted to reflect the reverse stock split. |
| 2. This amount includes 480 net shares acquired by the reporting person upon the vesting of 680 restricted stock units on September 1, 2022. 200 shares were withheld by the Issuer in payment of the reporting person's tax liability. The disposition of the restricted stock units and the acquisition of the shares of common stock that occurred upon vesting of the restricted stock units were not previously reported by the reporting person. |
| 3. The reporting person sold these shares pursuant to an arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1 solely to cover tax withholding obligations in connection with the vesting of restricted stock units. |
| 4. These shares were sold in multiple transactions at prices ranging from $5.69 to $5.98, inclusive. The prices reported in this Form 4 reflect the weighted-average sale price. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range. The amount reflected has been rounded to four decimal points. |
| 5. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. |
| 6. On September 20, 2021, the reporting person was granted 2,039 restricted stock units under the Issuer's 2020 Equity Incentive Plan, with one third (1/3rd) of the units scheduled to vest on each of the one (1), two (2), and three (3) year anniversaries of September 1, 2021, the vesting commencement date. |
| 7. This amount excludes 680 shares disposed of by the reporting person upon the vesting of restricted stock units on September 1, 2022. The disposition of the restricted stock units and the acquisition of the shares of common stock that occurred upon vesting of the restricted stock units were not previously reported by the reporting person. |
| /s/Ramona Seabaugh | 10/02/2023 | |
| ** 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. | ||