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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
HILLMAN JEFFREY D 13700 PROGRESS BLVD ALACHUA, FL 32615 |
X | Chief Scientific Officer |
/s/ Mark A. Catchur, as Attorney-in-Fact for Jeffrey D. Hillman | 10/14/2011 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to Dr. Hillman's announced retirement from Oragenics, Inc. (the "Company"), Dr. Hillman and the Company entered into a separation agreement, a restricted stock agreement, and an amendment to his previously granted stock options (the "Option Amendment"). Provided Dr. Hillman has completed certain performance requirements on or before October 31, 2012, the 120,000 shares of restricted stock awarded pursuant to the restricted stock agreement will become vested as follows: (Continue on footnote 2) |
(2) | (i) as to 40,000 of the shares on October 31, 2012, (ii) as to 40,000 of the shares on October 31, 2013, and (iii) as to 40,000 of the shares on October 31, 2014. Notwithstanding such performance and time vesting, the restricted stock shall become immediately vested upon Dr. Hillman's death or a change of control as specified in the restricted stock agreement between Dr. Hillman and the Company. In addition, pursuant to the Option Amendment, Dr. Hillman's outstanding option awards were modified to (i) extend the exerciseability of the options from 90 days post separation of employment to one year post separation of employment (October 31, 2012) and (ii) as applicable, to accelerate the vesting of any remaining unvested option shares. |
(3) | The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. |