| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BIOJECT MEDICAL TECHNOLOGIES INC [ BJCT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2009 | ||||||||||||||||||||||||||
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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 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 | ||||||
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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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series G Preferred Stock | $13 | 12/18/2009 | J(3) | 9,665 | 12/18/2009 | (5) | Common Stock | 966,500 | $13(3) | 9,665 | D(1) | ||||
| Series G Preferred Stock | $13 | 12/18/2009 | J(3) | 44,323 | 12/18/2009 | (5) | Common Stock | 4,432,300 | $13(3) | 44,323 | D(2) | ||||
| Convertible Note | $91,104(3) | 12/18/2009 | J(3) | $91,104 | 12/05/2007 | 05/15/2009 | Common Stock | 121,472 | (4) | 0 | D(1) | ||||
| Convertible Note | $508,896(3) | 12/18/2009 | J(3) | $508,896 | 12/10/2007 | 05/15/2009 | Common Stock | 678,538 | (4) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These securities are owned directly by Life Sciences Opportunities Fund II, L.P. and indirectly by Signet Healthcare Partners, LLC, the general partner of Life Sciences Opportunities Fund II, L.P., James C. Gale, the chief investment officer and manager of Signet Healthcare Partners, LLC, and SMW Investments I, LLC, the controlling member of Signet Healthcare Partners, LLC. Signet Healthcare Partners, LLC, SMW Investments I, LLC, and James C. Gale disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein. |
| 2. These securities are owned directly by Life Sciences Opportunities Fund II (Institutional), L.P. and indirectly by Signet Healthcare Partners, LLC, the general partner of Life Sciences Opportunities Fund II (Institutional), L.P., James C. Gale, the chief investment officer and manager of Signet Healthcare Partners, LLC, and SMW Investments I, LLC, the controlling member of Signet Healthcare Partners, LLC. Signet Healthcare Partners, LLC, SMW Investments I, LLC, and James C. Gale disclaim beneficial owernship of the reported securities except to the extent of their pecuniary interest therein. |
| 3. Series G Convertible Preferred Stock was issued pursuant to the terms of a Purchase Agreement dated as of December 18, 2009. The Shares are convertible at any time by the purchasers into Commn Stock at the rate 100 shares of Common Stock per each shares of Series G Preferred Stock or $0.13 per share. LOF and LOFI paid for the Series G Preferred by the cancellation of the $600,000 outstanding principal amount of and $101,834.06 accrued interest through December 18, 2009 on the 2007 Convertible Subordinated Promissory Notes dated as of December 5, 2007 |
| 4. Convertible Notes and Warrants were issued pursuant to the terms of a Convertible Note Purchase and Warrant Agreement dated as of December 5, 2007. The Notes are convertible at any time by the purchasers into Commn Stock at the rate of $0.75 per share. The warrants have an exercise price of $0.75 per share. A purchaser received a warrant to purchase 0.13333 shares of common stock for every $1.00 loaned to the issuer. |
| 5. None |
| Remarks: |
| This is a joint filing by Life Sciences Opportunities Fund (Institutional)II, L.P., Life Sciences Opportunitites Fund II, L.P., LOF Partners, LLC, Sanders Morris Harris Inc., and James C. Gale. Life Sciences Opportunities Fund II, L.P. is the designated filer for Life Sciences Opportunitites Fund II (Institutional), L.P., Signet Healthcare Partners, LLC, SMW Investments I, LLC, and James C. Gale. The address of each filer is the same as the designated filer except SMW Investments I, LLC, which is 600 Travis, Suite 5900, Houston, Texas 77002. See notes 1 and 2 above. Signet Healthcare Partners, LLC, SMW Investments I, LLC, and James C. Gale disclaim beneficial ownership of such shares except to the extent of the pecuniary interest therein, if any. |
| James C. Gale, Manager of Signet Healthcare Partners, LLC (formerly LOF Partners, LLC), general partner of Life Sciences Opportunities Fund (Institutional) II, L.P. and Life Sciences Oppotunities Fund II, L.P. | 02/05/2013 | |
| James C. Gale, Manager of Signet Healthcare Partners, LLC (formerly LOF Partners, LLC) | 02/05/2013 | |
| Ben T. Morris, Manager of SMW Investments I, LLC | 02/05/2013 | |
| James C. Gale | 02/05/2013 | |
| ** 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. | ||