SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DERMASTAR INTERNATIONAL, LLC

(Last) (First) (Middle)
1302 WAUGH DRIVE
STE 618

(Street)
HOUSTON TX 77019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Imprimis Pharmaceuticals, Inc. [ IMMY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(2) 06/29/2012 C 7,498,500 A $0 15,738,545 D(1)
Common Stock(3) 07/12/2012 J 15,738,545 D $0 0 D(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 Convertible Preferred Stock $0.0013 07/12/2012 C 10 02/28/2012 (4) Common Stock 7,498,500 $0 0 D(1)
Warrants (Right to Buy)(5) $1.185 07/12/2012 J 241,308 04/30/2012 04/29/2015 Common Stock 241,308 $0 0 D(1)
Explanation of Responses:
1. The reporting person was the direct beneficial owner of such shares of the Issuer's capital stock, prior to its distribution of such shares to its members on July 12, 2012 pursuant to the terms of its operating agreement. Mr. Mark L. Baum and Mr. Robert J. Kammer are the managing members of the reporting person and each holds an ownership interest in the reporting person, and as managing members of the reporting person may be deemed to have voting and dispositive power over the shares of the Issuer's capital stock owned by the reporting person. Both Mr. Baum and Dr. Kammer disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein.
2. Issued upon conversion of ten (10) shares of Series A Convertible Preferred Stock of the Issuer at the election of the reporting person and in consideration of the Issuer's payment of an aggregate amount of $200,000 to induce such conversion, pursuant to the terms of a conversion agreement between the reporting person and the Issuer dated as of June 29, 2012.
3. Shares of Common Stock distributed to the members of the reporting person on July 12, 2012, and to certain additional individuals.
4. Each share of Series A Convertible Preferred Stock of the Issuer is convertible into shares of the Common Stock of the Issuer at any time at the option of the holder, and accordingly such shares do not have an expiration date.
5. Distributed to the members of the reporting person on July 12, 2012.
/s/ Mark L. Baum 07/20/2012
** 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 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).
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