Sec Form 4 Filing - Sukhtian Faisal Ghiath @ Outlook Therapeutics, Inc. - 2022-04-21

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
Sukhtian Faisal Ghiath
2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc. [ OTLK]
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)
7TH CIRCLE, ZAHRAN ST., ZAHRAN PLAZA BLDG,4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2022
(Street)
AMMAN, M211844
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
Common Stock 04/21/2022 J( 1 ) 27,982,529 A 55,816,786 I See Footnotes( 2 )( 3 )
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
Sukhtian Faisal Ghiath
7TH CIRCLE, ZAHRAN ST.
ZAHRAN PLAZA BLDG,4TH FLOOR
AMMAN, M211844
X X
GMS Ventures & Investments
C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD.
190 ELGIN AVENUE
GEORGE TOWN, E9KYI-9007
X X
Signatures
/s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact 04/22/2022
Signature of Reporting Person Date
/s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact 04/22/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 21, 2022, GMS Ventures & Investments ("GMS Ventures") entered into a share purchase agreement with BioLexis Pte Ltd. ("BioLexis"), pursuant to which, in connection with the transactions contemplated thereby (the "Restructuring"), GMS Ventures took direct ownership of the Issuer's shares that GMS Ventures and its affiliates (collectively, "GMS") indirectly held through its ownership in BioLexis. Upon the completion of the Restructuring, GMS will no longer be a shareholder in BioLexis. The transfer of the Issuer's shares to GMS Ventures in connection with the Restructuring occurred at the historic cost basis of GMS's investment in BioLexis for accounting purposes. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the price at which the transfer was effected.
( 2 )These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
( 3 )By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures 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"). 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. 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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