Sec Form 4 Filing - Wu Hui-Lan @ Ainos, Inc. - 2022-10-24

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
Wu Hui-Lan
2. Issuer Name and Ticker or Trading Symbol
Ainos, Inc. [ AIMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
8880 RIO SAN DIEGO DRIVE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2022
(Street)
SAN DIEGO, CA92108
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 08/09/2022 A 14,705( 2 ) A $ 3.4 18,905 I Daughter( 1 )
Common Stock 10/24/2022 A 133,333( 3 ) A $ 1.89 144,533 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 (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
RSU $ 1.89 10/24/2022 C 2,000,000( 4 ) 09/30/2022 ( 6 ) COMMON 133,333 $ 1.89 0 D
RSU( 5 ) ( 5 ) 10/24/2022 A 35,000( 5 ) ( 5 ) ( 5 ) COMMON 35,000 ( 5 ) 35,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wu Hui-Lan
8880 RIO SAN DIEGO DRIVE, SUITE 800
SAN DIEGO, CA92108
Chief Financial Officer
Signatures
/s/ John Junyong Lee POA for Hui-Lan Wu 10/26/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Yun-Huan Liao is Hui-Lan Wu's daughter
( 2 )Reference is made to that certain Convertible Note Purchase Agreement and Convertible Promissory Note ("Note") in the principal amount of $50,000 between the Issuer and the Reporting Person's daughter, Yu-Huan Liao. The Note bears no interest, matures on March 30, 2027, and is subject to mandatory conversion at a conversion price of 80% of an initial property offering price (if the Issuer conducts an initial public offering). On 08/11/22, the Company completed a public offering at a $4.25 per unit price ("Offering") and a 15-for-1 reverse stock split on 08/08/22 ("Reverse Split"). Transaction reflects an acquisition price of $3.40 per share (80% of the Offering) and the 14,705 issued shares give effect to the Reverse Split.
( 3 )This reported transaction represents the settlement of 2,000,000 RSUs adjusted to 133,333 common stock after giving effect the Reverse Stock Split
( 4 )This reported transaction represents the conversion of 2,000,000 Restricted Stock Units (the "RSUs") adjusted to 133,333 shares giving effect to the Reverse Stock Split. The RSUs were originally granted pursuant to an employment Mandate Agreement dated March 17, 2022 (the "Mandate Agreement") under the Company's 2021 Stock Incentive Plan. The converted shares underlying the RSUs vested on September 30, 2022 and are may not be sold within 6 months of the grant date.
( 5 )This reported transaction represents the granting of 35,000 Restricted Stock Units (the "RSUs"). The RSUs were originally authorized pursuant to an employment Mandate Agreement dated March 17, 2022 (the "Mandate Agreement") and under the Company's 2021 Stock Incentive Plan. The RSUs will vest in increments of 15% on 4/24/23 and 10/24/23, 30% on 10/24/24 and 40% on 10/24/25, subject to normal and customary termination events.
( 6 )N/A

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