SEC Form 4
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*
Rowinsky Eric K

(Last) (First) (Middle)
C/O FORTRESS BIOTECH, INC.
2 GANSEVOORT STREET, 9TH FLOOR

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fortress Biotech, Inc. [ FBIO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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
Common Stock, par value $0.001 01/01/2021 A 100,000(1) A $0 750,000 D
Common Stock, par value $0.001 02/05/2021 S 4,000(2) D $3.8(3) 746,000 D
Common Stock, par value $0.001 02/16/2021 S 2,000(2) D $3.86(4) 744,000 D
Common Stock, par value $0.001 02/18/2021 S 6,000(2) D $4.2(5) 738,000 D
Common Stock, par value $0.001 02/19/2021 S 8,000(2) D $4.31(6) 730,000 D
Common Stock, par value $0.001 03/02/2021 S 10,000(2) D $4.45(7) 720,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. Annual grant of restricted shares of Issuer stock to members of the Issuer's Board of Directors. One-third of the shares will vest on each January 1, 2022, 2023 and 2024, subject to continued service.
2. In connection with the vesting of 100,000 shares on January 1, 2021, a total of 30,000 shares were sold by the Reporting Person in order to satisfy the Reporting Person's tax withholding obligations.
3. Reflects the weighted average sale price of multiple same-way open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The range of prices for the sale transactions on February 5, 2021, was $3.75 to $3.84.*
4. Reflects an open market sale transaction effected by the Reporting Person through a sale order executed by a broker-dealer.*
5. Reflects the weighted average sale price of multiple same-way open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The range of prices for the sale transactions on February 18, 2021, was $4.19 to $4.23.*
6. Reflects the weighted average sale price of multiple same-way open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The range of prices for the sale transactions on February 19, 2021, was $4.30 to $4.31.*
7. Reflects the weighted average sale price of multiple same-way open market sale transactions effected by the Reporting Person on the same day at different prices through a sale order executed by a broker-dealer. The Reporting Person reported on a single line all such transactions that occurred within a one-dollar price range. The range of prices for the sale transactions on March 2, 2021, was $4.40 to $4.50.*
Remarks:
* The Reporting Person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the Issuer, or a shareholder of the Issuer, full information regarding the number of shares sold at each separate price.
/s/ Samuel Berry, Attorney-in-Fact 04/09/2021
** 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.