Statement of Changes in Beneficial Ownership (4)
December 31 2019 - 5:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
BioLexis Pte Ltd. |
2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc.
[
OTLK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
36 ROBINSON ROAD, #13-01 CITY HOUSE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2019 |
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(Street)
SINGAPORE, U0 068877
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Series A-1 Convertible Preferred Stock | (1) | 12/31/2019 | | J (2) | | 1661 (2) | | (1) | (1) | Common Stock | 31389 | $0.00 | 68112 | D (3)(4) | |
| Explanation of Responses: |
| (1) | Each share of the Series A-1 Convertible Preferred Stock (the "Series A-1") is convertible into shares of the Issuer's common stock, par value $0.01 per share ("Shares") at any time at the election of the holder. The Series A-1 has no expiration date. |
| (2) | Represents shares of Series A-1 received by BioLexis Pte Ltd. ("BioLexis") as a payment-in-kind dividend on previously acquired Series A-1. |
| (3) | These securities are held of record by BioLexis. Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of BioLexis, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. |
| (4) | By virtue of the relationships described above in Footnote 3, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by BioLexis noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. BioLexis has designated four representatives to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
BioLexis Pte Ltd.
36 ROBINSON ROAD
#13-01 CITY HOUSE
SINGAPORE, U0 068877 | X | X |
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Pillai Arun Kumar
#30, 1ST MAIN
J.P. NAGAR 3RD PHASE
BANGALORE, K7 560078 | X | X |
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Sukhtian Ghiath M.
7TH CIRCLE, ZAHRAN STREET
ZAHRAN PLAZA BLDG, 4TH FLOOR
AMMAN, M2 11844 | X | X |
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Signatures
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| /s/ Biolexis Pte Ltd., By: Faisal G. Sukhtian, Director | | 12/31/2019 |
| **Signature of Reporting Person | Date |
| /s/ Arun Kumar Pillai | | 12/31/2019 |
| **Signature of Reporting Person | Date |
| /s/ Ghiath M. Sukhtian | | 12/31/2019 |
| **Signature of Reporting Person | Date |
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