SEC FORM
4
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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
110 E. 59TH STREET |
SUITE 3203 |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BIOTIME INC
[ BTX ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
X |
Other (specify below) |
13D Group-10% Owner |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2003
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Shares, no par value |
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1,888,709
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D |
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Common Shares, no par value |
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814,460
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I |
By Greenbelt Corp. |
Common Shares, no par value |
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90,750 |
I |
By Greenway Partners, LP |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Standby Purchase Commitment
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$1.4
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12/10/2003 |
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J |
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0
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Common Shares |
718,343 |
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0
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D |
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Standby Purchase Commitment
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Warrants |
359,171 |
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0
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D |
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Purchase Right
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$1.4
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12/10/2003 |
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J |
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0
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Common Shares |
107,142 |
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0
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D |
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Purchase Right
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Warrants |
53,571 |
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0
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D |
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Warrants
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$2
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12/10/2003 |
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J |
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335,227
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01/14/2007 |
Common Shares |
335,227 |
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747,969
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D |
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Explanation of Responses: |
Remarks: |
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/s/ Alfred D. Kingsley |
12/12/2003 |
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** 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. |
1. Name and Address of Reporting Person:
Alfred D. Kingsley
110 E. 59th
Street, Suite 3203
New York, NY 10022
2. Name of Issuer and Ticker
or Trading Symbol
BioTime, Inc. (BTX)
Statement for December/10/03
Footnote (3)
On December 10, 2003, BioTime, Inc. commenced a
subscription rights offer to its shareholders. BioTime shareholders will
receive one subscription right for each share owned, and the rights will
entitle the holders to purchase one "Unit" for every eight subscription
rights owned (the "Rights Offer"). The subscription price of the Units is
$1.40 per Unit. Each Unit will consist of one new common share and
one-half of a warrant to purchase an additional common share. Mr. Kingsley
has entered into a Standby Purchase Agreement with BioTime in which he has
agreed to purchase up to 718,343 Units that remain unsold at the conclusion
of the Rights Offer, excluding Units that the Company has authorized to
issue to fill over-subscriptions. Of those Units, 133,928 must be
purchased for cash, and 584,415 must be purchased by exchanging a principal
amount of BioTime Series 2001-A debentures ("Debentures") equal to the
subscription price of the Units.
Upon the conclusion of the Rights
Offer, BioTime also will offer to sell an additional 428,571 Units at the
subscription price directly to Mr. Kingsley and certain other persons who
are named as "Guarantors" in the Standby Purchase Agreement. Mr. Kingsley
will have the right but not the obligation to purchase 107,142 of these
Units. Mr. Kingsley and each other Guarantor may purchase any Units not
purchased by other Guarantors or their designees, subject to proration
among the Guarantors who desire to purchase such Units.
Mr. Kingsley
has agreed to exchange $818,182 of Debentures for 584,415 Units, if the
Rights offer is over-subscribed so that BioTime issues all of the Units
reserved to fill excess over-subscriptions, and if the Guarantors purchase
all 428,571 additional Units offered to them.
The Company is
also offering all holders of its Debentures the opportunity to exchange up
to $1,500,000 of those Debentures for Units at the subscription price per
Unit. It will be possible for Mr. Kingsley to acquire more than 584,415
Units in exchange for Debentures if the Participating Debenture Holders are
not required to exchange their Debentures for Units and if they (other than
Mr. Kingsley) and the other Debenture holders do not elect to voluntarily
exchange their full prorata share of Debentures for Units in the exchange
offer. Mr. Kingsley has not determined the amount of his Debentures that
he will voluntarily exchange for Units.
Under the Standby Purchase
Agreement, BioTime has agreed to issue Mr. Kingsley 335,227 warrants as
part of the consideration for his agreement to purchase unsold Units in the
Rights Offer. The warrants will be issued five business days after
expiration of the Rights Offer.