| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REVIVA PHARMACEUTICALS HOLDINGS, INC. [ RVPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2020 | ||||||||||||||||||||||||||
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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 | 12/14/2020 | A | 197,500(2)(3) | A | (2)(3) | 2,121,750(1)(2)(3) | D(4) | |||
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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 | ||||||||
| Warrants | $11.5(1) | 12/14/2020 | J(5) | 343,000 | 12/14/2020(5) | 12/14/2025(5) | Common Stock | 343,000 | (2)(3) | 343,000 | D(4) | ||||
| Warrants | $11.5(1) | 12/14/2020 | A | 197,500 | 12/14/2020(2)(3) | 12/14/2025(2)(3) | Common Stock | 197,500 | (2)(3) | 540,500 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Immediately prior to the consummation of the issuer's initial business combination on December 14, 2020 (the "Business Combination"), the issuer changed its corporate structure and domicile by way of continuation from an exempted company incorporated under the laws of the British Virgin Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). Pursuant to the Domestication, each outstanding ordinary share of the issuer was converted into one share of the issuer's common stock (the "common stock") and each outstanding public warrant of the issuer was converted into a warrant to acquire the common stock. The reporting person held 1,924,250 ordinary shares prior to the Business Combination, which were converted into 1,924,500 shares of common stock upon the Domestication. |
| 2. In connection with the consummation of the Business Combination, Tenzing LLC (the "Reporting Person" or the "Sponsor") elected to convert an aggregate principal amount of $1,975,000 of promissory notes issued to the Sponsor by the issuer into 197,500 units, representing 197,500 shares of common stock and 197,500 warrants to purchase shares of common stock. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. |
| 3. The Reporting Person acquired beneficial ownership of the warrants in connection with the consummation of the Business Combination on December 14, 2020. Each warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants. |
| 4. These securities held by the Sponsor are beneficially owned by Rahul Nayar and Parag Saxena, the issuer's Chairman, and the managing members of the Sponsor, who have joint voting and dispositive power over the securities held by the Sponsor. Mr. Nayar and Mr. Saxena disclaim beneficial ownership over any securities owned by the Sponsor in which they do not have any pecuniary interest. |
| 5. These warrants underlie units consisting of one share of common stock and one warrant, which were purchased by the Reporting Person for $10.00 per unit on August 20, 2018, pursuant to an amended and restated unit subscription agreement by and between the Sponsor and the issuer. These warrants were acquired in connection with the issuer's initial public offering. Each whole warrant is exercisable to purchase one share of common stock, subject to adjustment pursuant to the terms of the warrants. The warrants become exercisable on December 14, 2020 and expire at 5:00 p.m., New York City time, on December 14, 2025, or earlier upon their redemption or the liquidation of the issuer pursuant to the terms of the warrants. |
| /s/ Parag Saxena, Managing Member of Tenzing LLC | 12/28/2020 | |
| /s/ Rahul Nayar, Managing Member of Tenzing LLC | 12/28/2020 | |
| ** 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. | ||