| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEXEON MEDSYSTEMS INC [ NXNN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2018 | ||||||||||||||||||||||||||
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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 | ||||||||
| OPTIONS(1) | $0.76 | 02/28/2018 | A | 250,000 | 02/28/2018 | 02/28/2022(1) | COMMON STOCK | 250,000 | $0(1) | 250,000 | D | ||||
| OPTIONS(2) | $0.76 | 02/28/2018 | A | 900,000 | 03/01/2018 | 03/01/2023(2) | COMMON STOCK | 900,000 | $0(2) | 900,000 | D | ||||
| Explanation of Responses: |
| 1. On February 28, 2018, and pursuant to the Issuer's 2016 Omnibus Incentive Plan, the Issuer granted to the Reporting Person an incentive stock option (the "Incentive Option") to purchase 250,000 shares of the Issuer's restricted common stock, at a price of $0.76 per share, as compensation for service as Chief Executive Officer of the Company. The option to purchase 125,000 shares of the Issuer's restricted common stock became immediately exercisable on the date of issue and the option to purchase the remaining 125,000 shares of the Issuer's restricted common stock vests on the anniversary of the grant date. The option to purchase shares of the Issuer's restricted common stock expire three (3) years from the date they become exercisable pursuant to the grant vesting schedule. The fair value of the options was determined to be $49,132 using the Black- Scholes Option Pricing Model. |
| 2. On February 28, 2018, and pursuant to the Issuer's 2016 Omnibus Incentive Plan, the Issuer granted to the Reporting Person a non-qualified stock option (the "NQS Option") to purchase 900,000 Issuer's restricted common stock at a price of $0.76 per share, as compensation for service as Chief Executive Officer of the Company. The NQS Option vests in equal monthly amounts of 37,500 beginning on March 1, 2018. The option to purchase Issuer's restricted common stock expire three (3) years from the date they become exercisable pursuant to the grant vesting schedule. The fair value of the options was determined to be $176,877 using the Black- Scholes Option Pricing Model. |
| /s/ William Rosellini | 05/01/2018 | |
| ** 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. | ||