Statement of Changes in Beneficial Ownership (4)
18 January 2023 - 10:24AM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * FELD BRADLEY A |
2. Issuer Name and Ticker or Trading
Symbol Molekule Group, Inc. [ MKUL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
645 WALNUT STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/12/2023
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(Street)
BOULDER, CO 80302
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
1/12/2023 |
|
A(1) |
|
7217710 |
A |
(2) |
7217710 |
I |
By Foundry Group Next, L.P. (3) |
Common Stock |
|
|
|
|
|
|
|
92000 |
D |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of
Responses: |
(1) |
Received pursuant to the
Agreement and Plan of Merger dated as of October 3, 2022 (the
"Merger Agreement") by and among the Issuer, Air King Merger Sub
Inc., a Delaware corporation and direct wholly-owned subsidiary of
the Issuer ("Merger Sub"), and Molekule, Inc., a Delaware
corporation ("Molekule"). Pursuant to the Merger Agreement, Merger
Sub merged with and into Molekule, with Molekule continuing as the
surviving entity and a wholly-owned subsidiary of the Issuer (the
"Merger"). |
(2) |
Received in the Merger in
exchange for 53,725,891 shares of capital stock of Molekule held by
Foundry Group Next, L.P. ("Foundry"). |
(3) |
Shares are held by Foundry.
FG Next GP, L.L.C. ("Foundry GP") is the general partner of Foundry
and may be deemed to beneficially own these shares. The Reporting
Person is a managing member of Foundry GP, and may be deemed to
share voting and investment power over these shares. The Reporting
Person disclaims beneficial ownership in these shares except to the
extent of his pecuniary interest therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
FELD BRADLEY A
645 WALNUT STREET
BOULDER, CO 80302 |
X |
X |
|
|
Signatures
|
/s/ Bradley A. Feld |
|
1/17/2023 |
**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 control number. |
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