FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/16/2013 |
3. Issuer Name and Ticker or Trading Symbol
AASTROM BIOSCIENCES INC [ ASTM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 8,499,769 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | 08/16/2013 | (1) | Common Stock | 7,250,000 | 0.375(2) | D | |
Series B-2 Voting Preferred Stock | 03/09/2017(3) | (3) | Common Stock | 12,308,000 | 3.25(3) | D | |
Series B-1 Non-Voting Preferred Stock | (4) | (4) | Series B-2 Voting Preferred Stock | 2,213,559 | (4) | D |
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. The warrants are immediately exercisable and expire on the fifth anniversary of the date of issuance. |
2. The reported securities are included within 7,250,000 Units purchased by Eastern Capital Limited. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $0.375 per share. |
3. Each share of Series B-2 Voting Preferred Stock is convertible, at the option of Eastern Capital Limited at any time after March 9, 2017 into a number of shares of the Company common stock equal to the original issue price per share of Series B-2 Voting Preferred Stock of $3,250 divided by the conversion price of $3.25, except as otherwise provided in the Amended and Restated Certificate of Designations, Preferences and Rights. In addition, under certain circumstances, at any time after March 9, 2017, the Issuer may elect to convert all or a portion of the Series B-2 Voting Preferred Stock into shares of common stock at the same rate. The Series B-2 Voting Preferred Stock has no expiration date. |
4. Until March 9, 2017, the shares of Series B-2 Voting Preferred Stock held by Eastern Capital Limited accrue dividends at a rate of 11.5% per annum of the original issue price, payable through the issuance of shares of Series B-1 Non-Voting Preferred Stock. Each share of Series B-1 Non-Voting Preferred Stock is exchangeable for one share of Series B-2 Voting Preferred Stock, except as otherwise provided in the Amended and Restated Certificate of Designations, Preferences and Rights. |
Remarks: |
Eastern Capital Limited is an investment entity that owns the securities reported on this Form 3. Portfolio Services Ltd. is a holding company which owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd. |
Eastern Capital Limited | 08/23/2013 | |
Portfolio Services Limited | 08/23/2013 | |
Kenneth B. Dart | 08/23/2013 | |
** 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 5 (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. |