Sec Form 4 Filing - Biotest Divestiture Trust @ ADMA BIOLOGICS, INC. - 2018-05-14

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
Biotest Divestiture Trust
2. Issuer Name and Ticker or Trading Symbol
ADMA BIOLOGICS, INC. [ ADMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
402 NORFOLK ST.
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2018
(Street)
CAMBRIDGE, MA02139
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
Non-Voting Common Stock 05/14/2018 S 8,591,160 ( 1 ) D $ 0 0 I By Biotest Pharmaceuticals Corporation ( 2 )
Common Stock 10,109,534 I By Biotest Pharmaceuticals Corporation ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Biotest Divestiture Trust
402 NORFOLK ST.
CAMBRIDGE, MA02139
X
Signatures
/s/ Eric Rosenbach, Trustee 08/09/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 14, 2018, pursuant to a Share Transfer, Amendment and Release Agreement, by and among the issuer, Biotest AG, Biotest Pharmaceuticals Corporation ("BPC"), Biotest US Corporation ("Biotest US"), and The Biotest Devestiture Trust (the "Trust"), BPC transferred to the issuer, for no cash consideration, 8,591,160 shares of the issuer's non-voting common stock previously issued to BPC in June 2017 and representing 100% of the issuer's then-issued and outstanding non-voting common stock.
( 2 )Represents securities owned by BPC. BPC is a wholly-owned subsidiary of Biotest US, which is wholly-owned by the Trust. Eric Rosenbach, the trustee of the Trust, is the sole director of each of BPC and Biotest US and has voting and investment discretion with respect to the securities of the issuer held by BPC. Mr. Rosenbach has no pecuniary interest in such securities.

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