FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Imprimis Pharmaceuticals, Inc. [ IMMY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 02/28/2012 | C4(1) | 1,454,962 | A | $0 | 0(2) | I | DermaStar International, LLC(2) | |||||||
Common Stock | 04/30/2012 | J4(5) | 193,047 | A | $762,534 | 0(2) | I | DermaStar International, LLC(2) | |||||||
Common Stock | 891,491 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Convertible Debenture | $0.6668 | 01/01/2012 | 4P | 856,087 | 02/28/2012 | 04/05/2012 | Common Stock | 1,454,962 | $50,000 | 0 | I | DermaStar International, LLC(2) | ||
Convertible Debenture | $0.6668 | 02/28/2012 | 4C | 856,087 | 02/28/2012 | 04/05/2012 | Common Stock | 1,454,962 | $0 | 0 | I | DermaStar International, LLC(2) | ||
Option (Right to Buy) | $4.5 | 04/01/2012 | 4A | 60,000 | (3) | 03/31/2017 | Common Stock | 60,000 | $0 | 60,000 | D | |||
Option (Right to Buy) | $4.5 | 04/01/2012 | 4A | 25,000 | (4) | 03/31/2017 | Common Stock | 25,000 | $0 | 25,000 | D | |||
Warrants | $5.925 | 04/30/2012 | 4P | 48,262 | 04/30/2012 | 04/29/2015 | Common Stock | 48,262 | $0 | 0 | I | DermaStar International, LLC(2) | ||
Warrants | $5.925 | 07/12/2012 | 4J(6) | 2,413 | 04/30/2012 | 04/20/2015 | Common Stock | 2,413 | $0 | 2,413 | D |
Explanation of Responses: |
1. Represents the shares of common stock acquired by DermaStar International, LLC ("DermaStar") upon automatic conversion of a convertible debenture issued by the Issuer on April 5, 2010 and acquired by DermaStar in a private transaction on January 1, 2012. |
2. Reporting person was a managing member of DermaStar at the time of the reported transaction and may be deemed to have voting and dispositive power over such shares. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. As previously reported on a Form 4 filed on July 20, 2012, on July 12, 2012 DermaStar distributed to its members all securities of the Issuer held by it and was subsequently dissolved. |
3. The stock options were granted under the Issuer's 2007 Stock Incentive and Awards Plan and vest over a 2 year period, with 15,000 options vesting immediately upon issuance, and an additional 1,875 options vesting monthly for the next twenty four months thereafter. |
4. The stock options were granted under the Issuer's 2007 Stock Incentive and Awards Plan and vest over a 1 year period, with the initial 6,250 options vesting on June 30, 2012, the next 6,250 options vesting on September 30, 2012, the next 6,250 options vesting on December 31, 2012 and the final 6,250 options vesting on March 31, 2013. |
5. Represents shares received upon the exchange of amounts owing under an outstanding Line of Credit into common stock of the Issuer. |
6. Represents warrants distributed by DermaStar to its members on July 12, 2012. |
/s/ Robert Kammer | 03/15/2013 | |
** 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 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). | ||
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. |