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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
x
.
CUSIP No.
|
14068E109
|
13D
|
Page 2 of 6
|
1
|
NAME OF REPORTING PERSON
|
Lloyd I. Miller, III
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
|
¨
|
|
|
(b)
|
¨
|
3
|
SEC USE ONLY
|
4
|
_______________
SOURCE OF FUNDS*
|
PF-AF-OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
7,836,045
|
8
|
SHARED VOTING POWER
|
90,344
|
9
|
SOLE DISPOSITIVE POWER
|
7,836,045
|
10
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SHARED DISPOSITIVE POWER
|
90,344
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
7,926,389
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
19.4%
|
14
|
TYPE OF REPORTING PERSON*
|
IN-OO
|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ORIGINAL REPORT ON SCHEDULE 13D
Item 1.
Security and Issuer
This Statement on Schedule
13D (“
Schedule 13D
”) relates to the Common Stock (the “
Common Stock
”) of Capstone Therapeutics
Corp., a Delaware Corporation (the “
Issuer
”), whose principal executive offices are located at 1275 West Washington
Street, Suite 104, Tempe, Arizona 85281.
Item 2.
Identity and Background
This statement is filed
by Lloyd I. Miller, III (“
Mr. Miller
” or the “
Reporting Person
”). Mr. Miller’s principal
business address is 222 Lakeview Avenue, Suite 160-365, West Palm Beach, Florida 33401. Mr. Miller’s principal occupation
is investing assets held by or on behalf of his family. During the past five years, Mr. Miller has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to civil proceedings of a judicial or
administrative body of competent jurisdiction, as a result of which Mr. Miller was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Miller is a United States citizen.
Item 3.
Source
and Amount of Funds or Other Consideration
Mr. Miller is the managing
member of Milfam LLC (“
Milfam LLC
”), an Ohio limited liability company established pursuant to the Operating
Agreement of Milfam LLC dated as of December 10, 1996, and Milfam LLC is the advisor to Trust A-4 (“
Trust A-4
”),
and Trust C (“
Trust C
” and, together with Trust A-4, the “
Trusts
”). The Trusts and Trust
D were created pursuant to an Amended and Restated Trust Agreement, dated September 20, 1983 (the “
Trust Agreement
”).
Mr. Miller is the investment advisor to the trustee of Trust D. Pursuant to a Declaratory Judgment Order, entered on November 20,
1992 in the Court of Common Pleas, Probate Division, Hamilton County, Ohio, Trust A was split into four separate trusts, one of
is Trust A-4
.
The Trusts were further reformed by Order of the Delaware Chancery Court dated December 29, 2010 pursuant
to which Milfam LLC was appointed advisor to the Trusts. All of the shares of Common Stock purchased by Trust A-4 were purchased
with funds generated and held by Trust A-4. The aggregate purchase price for the shares of Common Stock purchased by Trust A-4
was approximately $1,244,031.00. All of the shares of Common Stock purchased by Trust C were purchased with funds generated and
held by Trust C. The aggregate purchase price for the shares of Common Stock purchased by Trust C was approximately $223,990.00.
All of the shares of Common Stock purchased by Trust D were purchased with funds generated and held by Trust D. The aggregate purchase
price for the shares of Common Stock purchased by Trust D was approximately $12,318.00.
Milfam LLC is the general
partner of Milfam II L.P. (“
Milfam II
”), a Georgia limited partnership established pursuant to a partnership
agreement for Milfam II L.P., dated December 11, 1996. All of the shares of Common Stock Mr. Miller is deemed to beneficially own
as the manager of the general partner of Milfam II were purchased with money contributed to Milfam II by its partners or money
generated and held by Milfam II. The aggregate purchase price for the shares of Common Stock purchased by Milfam II was approximately
$78,496.00.
Mr. Miller is the manager
of LIMFAM LLC (f/k/a Milfam NG LLC) (“
LIMFAM LLC
”), a Delaware limited liability company. All of the shares
of Common Stock Mr. Miller is deemed to beneficially own as the manager for LIMFAM LLC were purchased with funds generated and
held by LIMFAM LLC. The aggregate purchase price for the shares of Common Stock Mr. Miller is deemed to beneficially own as manager
of LIMFAM LLC was approximately $182,936.00.
Pursuant to an Irrevocable
Trust Agreement MILGRAT (Q8) (“
MILGRAT (Q8)
”), dated as of October 24, 2011, Mr. Miller was named as the trustee
to MILGRAT (Q8). All of the shares of Common Stock Mr. Miller is deemed to beneficially own as trustee of MILGRAT (Q8) were contributed
to MILGRAT (Q8) by its grantor, Catherine C. Miller.
All of the shares of
Common Stock purchased by Mr. Miller on his own behalf were purchased with personal funds generated and held by Mr. Miller. The
purchase price for the shares of Common Stock purchased by Mr. Miller on his own behalf was approximately $37,521.00.
The aggregate purchase
prices set forth in this Item 3 include brokerage commissions and reflect certain cost basis adjustments.
Item 4. Purpose of the Transaction
The shares of Common Stock covered by this
Schedule 13D were acquired by Mr. Miller for investment purposes in the ordinary course of his business as an investor.
The purpose of this
filing is to state that Mr. Miller has introduced and recommended Mr. Eric Fangmann as a nominee for election to the Board of
Directors of the Issuer. Pursuant to that certain Schedule 14A filed by the Issuer on May 2, 2014 (the “
Proxy Statement
”),
the Issuer nominated Mr. Fangmann to be a Class I director to be voted on at the Issuer’s Annual Meeting of Stockholders
to be held on June 12, 2014 (the “
Annual Meeting
”), as further described in the Proxy Statement. Mr. Miller
is not involved in the solicitation of proxies with respect to the vote at the Annual Meeting. The Proxy Statement disclosed that
Mr. Fangmann was determined by the Board of Directors of the Issuer to be independent under the standards of Nasdaq Listing Rule
5605(a)(2).
Except in connection with the matters described above in this Item 4 and herein and matters contemplated
hereby, Mr. Miller does not currently have any specific plans or proposals that relate to or would result in any of the actions
or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. Mr. Miller reserves the right to change plans and take
any and all actions that Mr. Miller may deem appropriate to maximize the value of his investments, including, among other things,
purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the
Issuer beneficially owned by him, in each case in the open market or in privately negotiated transactions, or formulating other
plans or proposals regarding the Issuer or its securities to the extent deemed advisable by Mr. Miller in light of his general
investment policies, market conditions, subsequent developments affecting the Issuer and the general business and future prospects
of the Issuer. Mr. Miller may take any other action with respect to the Issuer or any of the Issuer’s debt or equity securities
in any manner permitted by applicable law.
Item 5
.
Interest in Securities of the Issuer
(a) Mr. Miller may be deemed to
beneficially own 7,926,389 shares of Common Stock, which is equal to approximately 19.4% of the outstanding shares, based upon
40,885,411 shares of Common Stock outstanding, as reported in the Issuer’s Schedule 14A filed on May 2, 2014. As of the date
hereof, 5,938,968 of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by Trust A-4, 545,462 of the
shares of Common Stock beneficially owned by Mr. Miller are owned of record by Trust C, 90,344 of the shares of Common Stock beneficially
owned by Mr. Miller are owned of record by Trust D, 95,756 of the shares of Common Stock beneficially owned by Mr. Miller are owned
of record by MILGRAT (Q8), 472,792 of such beneficially owned shares of Common Stock are owned of record by Milfam II, 724,100
of the shares of Common Stock beneficially owned by Mr. Miller are owned of record by LIMFAM LLC, and 58,967 of the shares of Common
Stock beneficially owned of record by Mr. Miller directly.
(b) Mr. Miller may be deemed to
have sole voting and dispositive power for all such shares of Common Stock held of record by Trust A-4, Trust C, MILGRAT (Q8),
LIMFAM LLC, Milfam II and Mr. Miller directly. Mr. Miller may be deemed to have shared voting and dispositive power for all such
shares held of record by Trust D.
(c) Not Applicable.
(d) Persons other than Mr. Miller
have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported
securities.
(e) Not
Applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
.
N/A
Item 7.
Material to be Filed
as Exhibits
N/A
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.
Dated: May 8,
2014
By:
/s/ Lloyd I. Miller, III
Lloyd I.
Miller, III