Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Sun BioPharma, Inc. |
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(Name of Issuer) Common Stock |
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(Title of Class of Securities) 8666M 206 |
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(CUSIP Number)
August 16, 2019 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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.
The information required in 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 the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Potential persons who are to 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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CUSIP No. 8666M 206 |
13G |
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Ryan Gilbertson 2012 Irrevocable Family Trust
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐
(b) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota |
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NUMBER OF |
5 |
SOLE VOTING POWER
575,109(1) |
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SHARES BENEFICIALLY OWNED BY EACH |
6 |
SHARED VOTING POWER
0
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REPORTING PERSON WITH: |
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SOLE DISPOSITIVE POWER
575,109(1)
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8 |
SHARED DISPOSITIVE POWER
0 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,109 SHARES(1) |
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10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.1% |
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12 |
TYPE OF REPORTING PERSON*
OO |
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(1) The Ryan Gilbertson 2012 Family Irrevocable Trust also owns 171,430 warrants which are exercisable through December 21, 2023 with an exercise price of $4.50 and 47,025 warrants which are exercisable through May 16, 2021 with an exercise price of $5.00.
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
| (a) | Name of Issuer | |
| Sun BioPharma, Inc. | ||
| (b) | Address of Issuer's Principal Executive Offices | |
| 712 Vista Blvd., #305 | ||
| Waconia, MN 55387 |
Item 2.
| (a) | Name of Person Filing | |
| Ryan Gilbertson 2012 Irrevocable Family Trust (“Trust”) | ||
| (b) | Address of Principal Business Office or, if none, Residence | |
| 8615 Eagle Creek Circle | ||
| Savage, MN 55378 | ||
| (c) | Citizenship | |
| The Trust is incorporated in Minnesota. | ||
| (d) | Title of Class of Securities | |
| Common Stock | ||
| (e) | CUSIP Number | |
| 8666M 206 |
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ☐ Broker or dealer registered under section 15 of the Act.
(b) ☐ Bank as defined in section 3(a)(6) of the Act.
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act.
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940.
(e) ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
(f) ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
(g) ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
(h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
(j) ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
| (a) | Amount Beneficially Owned | |
| 575,109 Shares | ||
| (b) | Percent of Class | |
| 10.1% | ||
| (c) | Number of shares as to which such person has: | |
| (i) Sole power to vote or to direct the vote | ||
| 575,109 | ||
| (ii) Shared power to vote or to direct the vote | ||
| 0 | ||
| (iii) Sole power to dispose or to direct the disposition of | ||
| 575,109 | ||
| (iv) Shared power to dispose or to direct the disposition of | ||
| 0 |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
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Item 8. |
Identification and Classification of Members of the Group |
Not Applicable
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Item 9. |
Notice of Dissolution of Group |
Not Applicable
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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August 28, 2019 |
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Date
/s/ Christopher R. Johnson |
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Signature
Christopher R. Johnson, Trustee |
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Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
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 for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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