Amended Statement of Beneficial Ownership (sc 13d/a)
28 January 2017 - 8:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
EnteroMedics,
Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
29365M208
(CUSIP Number)
Ryan J.
York
Davis Wright Tremaine LLP
1201 Third Avenue, Suite 2200
Seattle, WA 98101
(206)
622-3150
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2016
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following
box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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1
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NAMES OF
REPORTING PERSONS
Kevin Douglas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER:
0
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8
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SHARED VOTING POWER:
6,798
(1)
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9
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SOLE DISPOSITIVE POWER:
0
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10
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SHARED DISPOSITIVE POWER:
8,534
(1)(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,534
(1)(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
*
(1)(2)
(
3
)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(1)
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Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 2,867 shares and currently exercisable warrants to purchase up to 240 shares at $1,197 per
share. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 3,291 shares and currently exercisable warrants to purchase up to 400 shares at $1,197 per
share.
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(2)
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Kevin Douglas also has dispositive power with respect to 1,576 shares and currently exercisable warrants to purchase up to 160 shares at $1,197 per share, held by the Douglas Family Trust.
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(3)
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Based on 3,501,412 shares of the Issuer’s common stock outstanding following completion of the Issuer’s offering of shares set forth in the Issuer’s Prospectus dated January 18, 2017 (333-213704) filed
with the Securities and Exchange Commission (the “SEC”) on January 18, 2017.
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1
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NAMES OF
REPORTING PERSONS
Michelle Douglas
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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|
4
|
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER:
0
|
|
|
8
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|
SHARED VOTING POWER:
6,798
(1)
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|
9
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SOLE DISPOSITIVE POWER:
0
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|
10
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SHARED DISPOSITIVE POWER:
6,798
(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,798
(1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
*
(
1
)
(2)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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(1)
|
Kevin Douglas and his wife, Michelle Douglas, hold jointly as the beneficiaries and co-trustees of the K&M Douglas Trust 2,867 shares and currently exercisable warrants to purchase up to 240 shares at $1,197 per
share. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 3,291 shares and currently exercisable warrants to purchase up to 400 shares at $1,197 per
share.
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(2)
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Based on 3,501,412 shares of the Issuer’s common stock outstanding following completion of the Issuer’s offering of shares set forth in the Issuer’s Prospectus dated January 18, 2017 (333-213704) filed
with the SEC on January 18, 2017.
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1
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NAMES OF
REPORTING PERSONS
K&M Douglas Trust (1)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
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3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
California
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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SOLE VOTING POWER:
3,107 (2)
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8
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SHARED VOTING POWER:
0
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9
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SOLE DISPOSITIVE POWER:
0
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|
10
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SHARED DISPOSITIVE POWER:
3,107
(2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,107
(2)
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12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
*
(2)
(3)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
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Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees.
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(2)
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Includes 2,867 shares and currently exercisable warrants to purchase up to 240 shares at $1,197 per share.
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(3)
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Based on 3,501,412 shares of the Issuer’s common stock outstanding following completion of the Issuer’s offering of shares set forth in the Issuer’s Prospectus dated January 18, 2017 (333-213704) filed
with the SEC on January 18, 2017.
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1
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NAMES OF
REPORTING PERSONS
James Douglas and Jean Douglas Irrevocable Descendants’
Trust (1)
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2
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|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER:
3,691 (2)
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8
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SHARED VOTING POWER:
0
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9
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SOLE DISPOSITIVE POWER:
3,691 (2)
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10
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SHARED DISPOSITIVE POWER:
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,691
(2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
* (2)(3
)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
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Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.
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(2)
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Includes 3,291 shares and currently exercisable warrants to purchase up to 400 shares at $1,197 per share.
|
|
(3)
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Based on 3,501,412 shares of the Issuer’s common stock outstanding following completion of the Issuer’s offering of shares set forth in the Issuer’s Prospectus dated January 18, 2017 (333-213704) filed
with the SEC on January 18, 2017.
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1
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NAMES OF
REPORTING PERSONS
Douglas Family Trust (1)
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒
|
|
3
|
|
SEC USE ONLY
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
California
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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|
SOLE VOTING POWER:
1,736 (2)
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8
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SHARED VOTING POWER:
0
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9
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SOLE DISPOSITIVE POWER:
0
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10
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SHARED DISPOSITIVE POWER:
1,736 (2)(3)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,736 (2)(3)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW 11 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 11
* (2)(4
)
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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(1)
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James E. Douglas Jr. and Jean A Douglas, husband and wife, are co-trustees.
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(2)
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Includes 1,576 shares and currently exercisable warrants to purchase up to 160 shares at $1,197 per share.
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(3)
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Kevin Douglas has dispositive power with respect to the securities held by the Douglas Family Trust.
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(4)
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Based on 3,501,412 shares of the Issuer’s common stock outstanding following completion of the Issuer’s offering of shares set forth in the Issuer’s Prospectus dated January 18, 2017 (333-213704) filed
with the SEC on January 18, 2017.
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Amendment No. 1 to Schedule 13D
This Amendment No. 1 (“Amendment”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the
“SEC”) on May 27, 2015 (the “Schedule 13D”).
This Amendment is the Filers’ final amendment to the Schedule 13D and is an
exit filing.
Except as set forth in this Amendment, the Schedule 13D remains unchanged. Unless otherwise indicated, all capitalized terms used herein but
not defined herein shall have the same meaning as set forth in the Schedule 13D.
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ITEM 5.
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INTEREST IN SECURITIES OF THE ISSUER
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The beneficial ownership of the Common Stock by each Filer at the
date hereof is reflected on that Filer’s cover page.
There were no transactions effected by the Filers in the Common Stock within the past sixty
(60) days.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: January 27, 2017
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*Kevin Douglas
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K
EVIN
D
OUGLAS
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Date: January 27, 2017
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*Michelle Douglas
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M
ICHELLE
D
OUGLAS
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Date: January 27, 2017
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*James E. Douglas, III
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J
AMES
E. D
OUGLAS
, III
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K&M D
OUGLAS
T
RUST
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Date: January 27, 2017
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*Kevin Douglas
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By:
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Kevin Douglas
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Title:
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Trustee
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Date: January 27, 2017
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*Michelle Douglas
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By:
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Michelle Douglas
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Title:
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Trustee
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J
AMES
D
OUGLAS
A
ND
J
EAN
D
OUGLAS
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I
RREVOCABLE
D
ESCENDANTS
’ T
RUST
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Date: January 27, 2017
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*Kevin Douglas
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By:
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Kevin Douglas
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Title:
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Trustee
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Date: January 27, 2017
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*Michelle Douglas
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By:
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Michelle Douglas
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Title:
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Trustee
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D
OUGLAS
F
AMILY
T
RUST
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Date: January 27, 2017
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*James E. Douglas, Jr.
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By:
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James E. Douglas, Jr.
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Title:
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Trustee
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Date: January 27, 2017
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*Jean A. Douglas
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By:
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Jean A. Douglas
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Title:
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Trustee
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*Eileen Wheatman
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/s/ Eileen Wheatman
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By: Eileen Wheatman
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Attorney-in-Fact
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