Sec Form 4 Filing - SEGERROS ANDREAS Rutger @ Egalet Corp - 2014-02-11

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
SEGERROS ANDREAS Rutger
2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
460 EAST SWEDESFORD ROAD, SUITE 1050
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2014
(Street)
WAYNE, PA19087
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 02/11/2014 C 416,812 A 416,812 I By Sunstone ( 7 )
Common Stock 02/11/2014 C 736,826 A 1,153,638 I By Sunstone ( 7 )
Common Stock 02/11/2014 X 96,000 A $ 0.001 1,249,638 I By Sunstone ( 7 )
Common Stock 02/11/2014 C 202,658 A $ 6 1,452,296 I By Sunstone ( 7 )
Common Stock 02/11/2014 C 273,986 A $ 6 1,726,282 I By Sunstone ( 7 )
Common Stock 02/11/2014 P 133,333 A $ 12 1,859,615 I By Sunstone ( 7 )
Common Stock 154,938 I By Egalet A/S ( 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
Series A-1 Preferred Stock ( 2 ) 02/11/2014 C 416,812 ( 2 ) ( 2 ) Common Stock 416,812 ( 2 ) $ 0 0 I By Sunstone ( 7 )
Series B Preferred Stock ( 3 ) 02/11/2014 C 736,826 ( 3 ) ( 3 ) Common Stock 736,826 ( 3 ) $ 0 0 I By Sunstone ( 7 )
Warrants $ 0.001 02/11/2014 X 96,000 ( 4 ) ( 4 ) Common Stock 96,000 $ 0 0 I By Sunstone ( 7 )
Subordinated Convertible Debt $ 6 02/11/2014 C ( 5 ) ( 5 ) Common Stock 202,658 $ 0 0 I By Sunstone ( 7 )
Senior Convertible Debt $ 6 02/11/2014 C ( 6 ) ( 6 ) Common Stock 273,986 $ 0 0 I By Sunstone ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SEGERROS ANDREAS Rutger
460 EAST SWEDESFORD ROAD
SUITE 1050
WAYNE, PA19087
X X
Signatures
/s/ Stan Musial by Stan Musial, attorney in fact for Andreas Rutger Segerros 02/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is Egalet A/S, a corporation. Sunstone Life Science Ventures Fund II K/S ("Sunstone") is a 12.0% equityholder of Egalet A/S.
( 2 )The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
( 3 )The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
( 4 )The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to Sunstone's purchase of a specified minimum amount of common stock in such offering.
( 5 )The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
( 6 )The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
( 7 )The reporting person is Sunstone. The General Partner has sole dispositive and voting power over shares held by Sunstone. Mr. Segerros is authorized to act on the General Partner's behalf jointly with any member of the General Partner's board of directors with respect to matters relating to the Issuer and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Sunstone. Mr. Segerros disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary int erest therein, if any, and this report shall not be deemed an admission that Mr. Segerros is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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