Sec Form 4 Filing - Klein Dov @ Fortress Biotech, Inc. - 2021-08-05

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
Klein Dov
2. Issuer Name and Ticker or Trading Symbol
Fortress Biotech, Inc. [ FBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O FORTRESS BIOTECH, INC., 1111 KANE CONCOURSE SUITE 301
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2021
(Street)
BAY HARBOR ISLAND, FL33154
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, par value $0.001 08/05/2021 J( 1 ) 305 A $ 0 655,305( 2 ) D
Common Stock, par value $0.001 09/30/2021 J( 1 ) 480 A $ 0 655,785( 2 ) D
Common Stock, par value $0.001 11/16/2021 J( 3 ) 230 A $ 0 656,015( 2 ) D
Common Stock, par value $0.001 12/28/2021 S 5,000 D $ 2.45 651,015( 2 ) D
Common Stock, par value $0.001 01/01/2022 A 100,000( 4 ) A $ 0 751,015( 5 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Klein Dov
C/O FORTRESS BIOTECH, INC.
1111 KANE CONCOURSE SUITE 301
BAY HARBOR ISLAND, FL33154
X
Signatures
/s/ Samuel Berry, Attorney-in-Fact 04/29/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were issued as a dividend pursuant to the Dividend Payment and Exchange Agreement executed by Fortress Biotech, Inc. on March 31, 2021 in favor of the holders of Journey Medical Corporation's 8% Cumulative Convertible Class A Preferred Stock.
( 2 )The total holdings include 480,000 shares of deferred restricted stock and 40,000 shares underlying deferred restricted stock units.
( 3 )The shares were issued upon the consummation of Journey Medical Corporation ("Journey's") initial public offering as a partial dividend pursuant to the Dividend Payment and Exchange Agreement executed by Fortress Biotech, Inc. on March 31, 2021 in favor of the holders of Journey's 8% Cumulative Convertible Class A Preferred Stock.
( 4 )One-third of the shares will vest on each of January 1, 2023, 2024 and 2025, subject to continued service. The reporting person elected to defer 80,000 of these restricted shares pursuant to the issuer's Deferred Compensation Plan for Directors and instead received deferred share units that are subject to the same vesting conditions. Vested deferred shares will be delivered to the reporting person in January of the year following the reporting person's termination of service, or earlier upon his death or change in control of the issuer.
( 5 )The total holdings include 560,000 shares of deferred restricted stock and 40,000 shares underlying deferred restricted stock units.

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