Statement of Changes in Beneficial Ownership (4)
16 3월 2013 - 6:22AM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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
*
GRAY KERRY P
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2. Issuer Name
and
Ticker or Trading Symbol
ULURU INC.
[
ULUR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O ULURU INC., 4452 BELTWAY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/14/2013
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(Street)
ADDISON, TX 75001
(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)
_
X
_ Form filed by One Reporting Person
___ 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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Common Stock
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3/14/2013
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P
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1000000
(1)
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A
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$0.4
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1256893
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D
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Common Stock
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100000
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I
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By Kerry P. Gray, Trustee for the benefit of Michael J. Gray and Lindsay K. Gray
(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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Warrant
(1)
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$0.6
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3/14/2013
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P
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600000
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9/10/2013
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3/14/2018
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Common Stock
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600000
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$0.6
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600000
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D
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Warrant
(3)
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$1.08
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7/28/2011
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7/28/2016
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Common Stock
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34722
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34722
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D
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Convertible Promissory Note
(3)
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$1.08
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7/28/2011
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7/28/2014
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Common Stock
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115741
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115741
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D
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Warrant
(4)
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$1.2
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6/13/2011
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6/13/2016
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Common Stock
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35000
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35000
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D
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Convertible Promissory Note
(4)
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$1.2
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6/13/2011
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6/13/2014
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Common Stock
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116667
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116667
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D
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Explanation of Responses:
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(
1)
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On March 14, 2013, Mr. Gray purchased from the Company 1,000,000 shares of common stock at a price of $0.40 per share. The purchase will take place at the following four closings over the next twelve months: (i) 200,000 shares of common stock will be purchased at a price of $80,000 at the initial closing on March 14, 2013, (ii) 250,000 shares of common stock will be purchased at a price of $100,000 on July 14, 2013, (iii) 300,000 shares of common stock will be purchased at a price of $120,000 on November 14, 2013, and (iv) 250,000 shares of common stock will be purchased at a price of $100,000 on March 14, 2014. In connection with his purchase of the Company's common stock, Mr. Gray was also issued a warrant to acquire up to 600,000 shares of the Company's common stock at a fixed exercise price of $0.60 per share. The warrant will become excercisable on September 10, 2013 subject to payment of the sums described above and has an expiration date of March 14, 2018.
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(
2)
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Includes 50,000 shares of common stock held by Kerry P. Gray, Trustee for the benefit of Michael J. Gray and 50,000 shares of common stock held by Kerry P. Gray, Trustee for the benefit of Lindsay K. Gray. Mr. Gray disclaims beneficial ownership of such shares of common stock.
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(
3)
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On July 28, 2011, Mr. Gray purchased from the Company a convertible promissory note in the principal amount of $125,000. The principal amount of the convertible promissory note is convertible into shares of the Company's common stock at a price of $1.08 per share. In connection with his purchase of the convertible promissory note, Mr. Gray was also issued a warrant to acquire up to 34,722 shares of the Company's common stock at a fixed exercise price of $1.08 per share with an expiration date of July 28, 2016.
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(
4)
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On June 13, 2011, Mr. Gray purchased from the Company a convertible promissory note in the principal amount of $140,000. The principal amount of the convertible promissory note is convertible into shares of the Company's common stock at a price of $1.20 per share. In connection with his purchase of the convertible promissory note, Mr. Gray was also issued a warrant to acquire up to 35,000 shares of the Company's common stock at a fixed exercise price of $1.20 per share with an expiration date of June 13, 2016.
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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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GRAY KERRY P
C/O ULURU INC.
4452 BELTWAY DRIVE
ADDISON, TX 75001
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X
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X
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Chief Executive Officer
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Signatures
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/s/ Kerry P. Gray
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3/15/2013
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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 4(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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