Sec Form 4 Filing - Glover Stephen C. @ ZyVersa Therapeutics, Inc. - 2022-12-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Glover Stephen C.
2. Issuer Name and Ticker or Trading Symbol
ZyVersa Therapeutics, Inc. [ ZVSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ZYVERSA THERAPEUTICS, INC., 2200 N. COMMERCE PARKWAY, SUITE 208
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2022
(Street)
WESTON, FL26333
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/12/2022 A 448,909 A 448,909 D
Common Stock 12/12/2022 A 85,442 A 85,442 I See footnote( 2 )
Common Stock 12/12/2022 A 49,636 A 49,636 I See footnote( 3 )
Common Stock 12/12/2022 A 43,847 A 43,847 I See footnote( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Convertible Preferred Stock $ 10 12/12/2022 A 18 12/12/2022 ( 5 ) Common Stock 1,750 ( 12 ) 1,750 D
Stock Options (right to buy) $ 5.03 12/12/2022 A 138,980 ( 6 ) 04/11/2024 Common Stock 138,980 $ 0 138,980 D
Stock Options (right to buy) $ 5.03 12/12/2022 A 168,761 ( 7 ) 10/28/2026 Common Stock 168,761 $ 0 168,761 D
Stock Options (right to buy) $ 11.58 12/12/2022 A 264,838 ( 8 ) 04/02/2029 Common Stock 264,838 $ 0 264,838 D
Stock Options (right to buy) $ 16.36 12/12/2022 A 126,138 ( 9 ) 02/08/2031 Common Stock 126,138 $ 0 126,138 D
Stock Options (right to buy) $ 16.36 12/12/2022 A 79,417 ( 10 ) 02/03/2032 Common Stock 79,147 $ 0 79,417 D
Warrant (right to buy) $ 6.9 12/12/2022 A 70,881 ( 11 ) 12/12/2027 Common Stock 70,881 $ 0 70,881 D
Warrant (right to buy) $ 11.58 12/12/2022 A 3,022 ( 11 ) 10/31/2023 Common Stock 3,022 $ 0 3,022 D
Warrant (right to buy) $ 11.58 12/12/2022 A 17,903 ( 11 ) 10/31/2023 Common Stock 17,903 $ 0 17,903 I See footnote( 2 )
Warrant (right to buy) $ 11.5 12/12/2022 A 1,750 ( 11 ) 12/12/2027 Common Stock 1,750 ( 12 ) 1,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Glover Stephen C.
C/O ZYVERSA THERAPEUTICS, INC.
2200 N. COMMERCE PARKWAY, SUITE 208
WESTON, FL26333
X Chief Executive Officer
Signatures
/s/ Peter Wolfe, attorney-in-fact for Stephen C. Glover 12/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in connection with the Issuer's business combination with Larkspur Health Acquisition Corp., a Delaware corporation ("Larkspur") in accordance with the terms of the Business Combination Agreement, dated July 20, 2022, as amended (the "Business Combination Agreement") by and among ZyVersa Therapeutics, Inc., a Florida corporation ("Old ZyVersa"), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur ("Merger Sub") pursuant to which Merger Sub merged with and into Old ZyVersa (the "Acquisition Merger"), with Old Zyversa as the surviving company of the Acquisition Merger and, after giving effecting to such Acquisition Merger, Old ZyVersa became a wholly-owned subsidiary of Larkspur and changed its name to the Issuer.
( 2 )The securities are held of record by Asclepius Life Sciences Fund, L.P ("ALS Fund"). Reporting Person serves as the managing member of ALS Fund. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 3 )The securities are held of record by Asclepius Master Fund, LTD. ("AM Fund"). Reporting Person serves as the managing director of AM Fund. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 4 )The securities are held of record by MedicaRx Inc. ("MRx"). Reporting Person serves as the managing director of MRx. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 5 )The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date.
( 6 )100% of the option is immediately exercisable. The option vested in 3 equal annual installments commencing on April 11, 2015.
( 7 )100% of the option is immediately exercisable. The option vested on October 28, 2016.
( 8 )100% of the option is immediately exercisable. The option vested in 3 equal annual installments commencing on April 2, 2020.
( 9 )The option vests in 3 equal annual installments commencing on February 8, 2022.
( 10 )The option vests in 3 equal annual installments commencing on January 28, 2023.
( 11 )The warrant is immediately exercisable in full.
( 12 )The Reporting Person paid $1,000 per share of Series A Convertible Preferred Stock and warrants in an amount equal to 100% of the common shares issuable upon conversion of the Series A Convertible Preferred Stock for an aggregate of $17,500. No half shares of the Series A Convertible Preferred Stock were issued, therefore, the reporting person received 18 shares of such preferred stock instead of 17.5.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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