Initial Statement of Beneficial Ownership (3)
23 1월 2013 - 6:08AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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
*
Kerschbaumer Helmut
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/17/2013
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3. Issuer Name
and
Ticker or Trading Symbol
ULURU INC. [ULUR]
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(Last)
(First)
(Middle)
C/O ULURU INC., 4452 BELTWAY DRIVE
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4. 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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(Street)
ADDISON, TX 75001
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.001
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1000000
(1)
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I
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By IPMD GmbH
(2)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Securities Purchase Agreement
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(3)
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1/3/2014
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Common Stock
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4000000
(3)
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$0.4
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I
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By IPMD GmbH
(2)
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Warrant to purchase common stock, par value $0.001
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1/3/2013
(4)
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1/3/2014
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Common Stock
(4)
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3000000
(4)
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$0.6
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I
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By IPMD GmbH
(2)
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Explanation of Responses:
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(
1)
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IPMD GmbH is the owner of 1,000,000 shares of common stock acquired pursuant to a Securities Purchase Agreement dated December 21, 2012.
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(
2)
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Mr. Kerschbaumer is a director of IPMG GmbH and thereby has voting and investment powers over such shares, but disclaims beneficial ownership of the shares reported herein, except to the extent of his pecuniary interest therein, and the inclusion of the shares reported herein shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.
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(
3)
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As part of the Securities Purchase Agreement dated December 21, 2012, IPMD GmbH has committed to purchase 4,000,000 additional shares of common stock in three tranches over the next twelve months; with 1,250,000 shares, 1,500,000 shares, and 1,250,000 shares of common stock being committed to purchase on May 3, 2013, September 3, 2013, and January 3, 2014, respectively.
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(
4)
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IPMD GmbH is the holder of a warrant to purchase up to 3,000,000 shares of common stock acquired pursuant to a Securities Purchase Agreement dated December 21, 2012. The warrants have vested with respect to 600,000 shares of common stock and, provided that IPMD GmbH complies with its obligation to purchase additional shares of common stock at three subsequent closings scheduled over the next twelve months, will vest with respect to 750,000 shares of common stock on May 3, 2013, 900,000 shares of common stock on September 3, 2013, and 750,000 shares of common stock on January 3, 2014 assuming each of the closings scheduled on such date occurs.
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Remarks:
Exhibit List:
Exhibit 24: Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kerschbaumer Helmut
C/O ULURU INC.
4452 BELTWAY DRIVE
ADDISON, TX 75001
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X
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X
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Signatures
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/s/ Helmut Kerschbaumer by Terrance K. Wallberg by Power of Attorney
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1/22/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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