Sec Form 13D Filing - SCHULER JACK W filing for Aspira Women's Health Inc. (AWH) - 2019-07-02

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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).

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1.  This amount includes 730,560 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined in Amendment No. 8).

 

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	SCHEDULE 13D
CUSIP No: 92407M206		Page 3 of 6 Pages

1	NAMES OF REPORTING PERSONS
	Jack W. Schuler Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			23,108,802 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			23,108,802 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,108,802 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 730,560 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined in Amendment No. 8).

 

 

Item 1.

Security and Issuer

This Amendment No. 10 to Schedule 13D (“Amendment No. 10”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on December 29, 2014, Amendment No. 2 filed on February 11, 2015, Amendment No. 3 filed on March 23, 2015, Amendment No. 4 filed on April 28, 2015, Amendment No. 5 filed on July 21, 2015, Amendment No. 6 filed on February 2, 2017, and Amendment No. 7 filed on September 5, 2017, Amendment No. 8 filed on April 19, 2018, and Amendment No. 9 filed on June 25, 2018 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Vermillion, Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On June 25, 2019, the Issuer announced the pricing of an underwritten public offering of 18,750,000 Shares at a price of $0.80 per Share, plus a 30-day option for the underwriter to purchase up to an additional 2,812,500 Shares at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any (the “June 2019 Offering”).  The June 2019 Offering closed on June 28, 2018.

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b)  As of the date hereof, each of Mr. Schuler and the Living Trust may be deemed to beneficially own 23,108,802 Shares, representing approximately 24.3% of the Shares outstanding.  This amount consists of:  (i) 22,378,242 Shares held by the Living Trust; and (ii) Warrants to acquire 730,560 Shares held by the Living Trust.

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	SCHEDULE 13D
		Page 5 of 6 Pages

 

Issuer’s prospectus on Form 424B5, filed on June 27, 2019; (ii) the 18,750,000 Shares issued in connection with the June 2019 Offering; and (iii) for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the 730,560 Shares issuable upon exercise of the Warrants held by the Living Trust.

As sole trustee of the Living Trust, Mr. Schuler and the Living Trust share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares and Warrants held by the Living Trust.

(c) Other than the purchases in the June 2019 Offering as described in Item 3 and Item 4 of this Amendment No. 10, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

 (d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by the Schedule 13D.

(e) Not applicable.

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