Sec Form 4 Filing - GMS Tenshi Holdings Pte. Ltd @ Oncobiologics, Inc. - 2017-10-31

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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
GMS Tenshi Holdings Pte. Ltd
2. Issuer Name and Ticker or Trading Symbol
Oncobiologics, Inc. [ ONS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
36 ROBINSON ROAD, #13-01, CITY HOUSE,
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2017
(Street)
SINGAPORE, U0068877
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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 Convertible Preferred Stock ( 1 ) 10/31/2017 P 217,372 ( 1 ) ( 1 ) Common Stock 32,863,123 $ 100 250,000 D ( 3 ) ( 4 ) ( 5 )
Warrants $ 0.9 10/31/2017 P 16,750,000 ( 2 ) ( 2 ) Common Stock 16,750,000 ( 2 ) 16,750,000 D ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GMS Tenshi Holdings Pte. Ltd
36 ROBINSON ROAD, #13-01, CITY HOUSE
SINGAPORE, U0068877
X X Chief Executive Officer
Pillai Arun Kumar
#30, "GALAXY", 1ST MAIN,
J.P. NAGAR, 3RD PHASE,
BANGALORE, K7560078
X X
Sukhtian Ghiath M.
ZAHRAN ST, 7TH CIRCLE ZAHRAN PLAZA BLDG,
4TH FLOOR P.O. BOX 142904,
AMMAN, M211844
X X
Signatures
/s/ Faisal G. Sukhtian 10/31/2017
Signature of Reporting Person Date
/s/ Arun Kumar Pillai 10/31/2017
Signature of Reporting Person Date
/s/ Ghiath M. Sukhtian 10/31/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Convertible Preferred Stock ("Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), at any time at the election of the holder. The Preferred Stock has no expiration date.
( 2 )In consideration of GMS Tenshi Holdings Pte. Limited's ("GMS Tenshi") purchases of Preferred Stock, the Issuer issued GMS Tenshi warrants ("Warrants") to purchase shares of Common Stock. The Warrants are immediately exercisable when issued and are exercisable for eight years from the date of issuance.
( 3 )These securities are held of record by GMS Tenshi. Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of GMS Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma.
( 4 )By virtue of the relationships described above in Footnote 4, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Tenshi noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
( 5 )The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. GMS Tenshi has designated four representatives, currently Faisal G. Sukhtian (a director of both GMS Pharma and GMS Holdings), Joe Thomas (a director and executive of a company controlled by Kumar), Claudio Albrecht (a director of GMS Holdings) and Yezan Munther Haddadin (an executive of GMS Holdings), to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

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