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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 | ||||||||
Series E Convertible Preferred Stock | $ 0.05 (2) | 10/30/2009 | P | 1,000 | 10/30/2009 | (4) | Common Stock | 20,000,000 | $ 1,000 | 2,000 (2) | I (1) | See Footnote (1) | |||
Warrants | $ 0.0625 (3) | 10/30/2009 | P | 40,000,000 | 10/30/2009 | 10/30/2016 | Common Stock | 40,000,000 | (3) | 40,000,000 (3) | I (1) | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
NIGALAYE ASHOK G C/O EPIC PHARMA, LLC 227-15 NORTH CONDUIT AVENUE LAURELTON, NY 11413-3134 |
X | X | Chief Scientific Officer |
/s/ Ashok G. Nigalaye | 11/05/2009 | |
**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) | Ram Potti ("Potti"), Ashok G. Nigalaye ("Nigalaye"), and Jeenarine Narine ("Narine") are executive officers and equity owners of Epic Pharma, LLC, a Delaware limited liability company ("EP") and Epic Investments, LLC, a Delaware limited liability company ("EI"). EP is an equity owner of EI. EP, Potti, Nigalaye and Narine share voting and investment control over, and are indirect beneficial owners of, all securities owned by EI reported herein. The interest of Nigalaye in the securities of Elite Pharmaceuticals, Inc. ("Elite") owned by EI is limited, and Nigalaye disclaims beneficial ownership of such securities except, to the extent of his pecuniary interest in EI. |
(2) | EI (i) previously acquired 1,000 shares of Elite Series E Convertible Preferred Stock (as reflected on Form 3 filed June 12, 2009), and (ii) acquired an additional 1,000 shares of Elite Series E Convertible Preferred Stock on October 30, 2009. Each share of Elite Series E Convertible Preferred Stock was acquired by EI for a price of $1,000 per share and is convertible, at a conversion price of $0.05 per share, into 20,000 shares of Elite Common Stock. After giving effect to all such acquisitions, EI owns an aggregate of 2,000 shares of Elite Series E Convertible Preferred Stock convertible into an aggregate of 40,000,000 shares of Elite Common Stock. |
(3) | EI (i) previously acquired warrants to purchase up to an aggregate of 40,000,000 shares of Elite's Common Stock, which warrants expire on June 3, 2016 (as reflected on Form 3 filed June 12, 2009), and (ii) on October 30, 2009 acquired additional warrants to purchase up to an aggregate of 40,000,000 additional shares of Elite's Common Stock, which warrants expire on October 30, 2016. Each such warrant is exercisable at $0.0625 per share and were acquired by EI, simultaneously with EI's corresponding purchase of Elite Series E Convertible Preferred Stock as described in footnote (2) above, without separate consideration. |
(4) | N/A |