Sec Form 4 Filing - NAQU AREA PIONEER PHARMA CO., LTD. @ NovaBay Pharmaceuticals, Inc. - 2012-10-31

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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
NAQU AREA PIONEER PHARMA CO., LTD.
2. Issuer Name and Ticker or Trading Symbol
NovaBay Pharmaceuticals, Inc. [ NBY]
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)
NO. 1000, WANGQIAO ROAD, PUDONG AREA
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2012
(Street)
SHANGHAI, P.R. OF CHINA201201
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 10/31/2012 P 1,200,000 A $ 1.25 2,000,000 I Shares are held directly by Pioneer Pharma (Singapore) Pte. Ltd. Pioneer Pharma (Singapore) Pte. Lt ( 1 )
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
Warrant ( 2 ) $ 1.5 10/31/2012 P 1,200,000 11/01/2012 08/31/2012 Common Stock 1,200,000 $ 1.5 2,000,000 I Pioneer Pharma (Singapore) Pte. Ltd. a 100% wholly-owned subsidiary of Naqu Area Pioneer Pharma Co. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NAQU AREA PIONEER PHARMA CO., LTD.
NO. 1000, WANGQIAO ROAD, PUDONG AREA
SHANGHAI, P.R. OF CHINA201201
X
Signatures
/s/ Xinzhou (Paul) Li 11/14/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 2,000,000 shares of NovaBay's common stock held directly by Pioneer Pharma (Singapore) Pte. Ltd. Pioneer Pharma (Singapore) Pte. Ltd. is a 100% wholly-owned subsidiary of Naqu Area Pioneer Pharma Co. Ltd. and, as a result, Naqu Area Pioneer Pharma Co. Ltd. may be deemed to beneficially own the shares held by Pioneer Pharma (Singapore) Pte. Ltd.
( 2 )Warrant to purchase common stock
( 3 )The warrant to purchase NovaBay's common stock held directly by Pioneer Pharma (Singapore) Pte. Ltd. Pioneer Pharma (Singapore) Pte. Ltd. is a 100% wholly-owned subsidiary of Naqu Area Pioneer Pharma Co. Ltd. and, as a result, Naqu Area Pioneer Pharma Co. Ltd. may be deemed to beneficially own the shares held by Pioneer Pharma (Singapore) Pte. Ltd.

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).

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