Sec Form 4 Filing - O'Connor Daniel J. @ ZyVersa Therapeutics, Inc. - 2022-12-12

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
O'Connor Daniel J.
2. Issuer Name and Ticker or Trading Symbol
ZyVersa Therapeutics, Inc. [ ZVSA]
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)
C/O ZYVERSA THERAPEUTICS, INC., 2200 N. COMMERCE PARKWAY, SUITE 208
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2022
(Street)
WESTON, FL26333
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 12/12/2022 J( 1 )( 2 ) 1,377,598 A $ 0 1,377,598 I See Footnote( 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
Series A Convertible Preferred Stock $ 10 12/12/2022 J( 1 )( 2 ) 1,750 12/12/2022 ( 4 ) Common Stock 1,750 ( 5 ) 1,750 D
Warrant (right to buy) $ 11.5 12/12/2022 J( 1 )( 2 ) 1,750 ( 6 ) 12/12/2027 Common Stock 1,750 ( 5 ) 1,750 D
Warrant (right to buy) $ 11.5 12/12/2022 J( 1 )( 2 ) 177,204 ( 6 ) 12/12/2027 Common Stock 177,204 $ 0 177,204 I See Footnote( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Connor Daniel J.
C/O ZYVERSA THERAPEUTICS, INC.
2200 N. COMMERCE PARKWAY, SUITE 208
WESTON, FL26333
X X
Larkspur Health LLC
C/O ZYVERSA THERAPEUTICS, INC.
2200 N. COMMERCE PARKWAY, SUITE 208
WESTON, FL26333
X
Signatures
/s/ Daniel J. O'Connor 12/14/2022
Signature of Reporting Person Date
/s/ Daniel J. O'Connor, sole manager of Larkspur Health LLC 12/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer completed a business combination with Larkspur Health Acquisition Corp., a Delaware corporation ("Larkspur") in accordance with the terms of the Business Combination Agreement, dated July 20, 2022, as amended (the "Business Combination Agreement") by and among ZyVersa Therapeutics, Inc., a Florida corporation ("Old ZyVersa"), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur ("Merger Sub") pursuant to which Merger Sub merged with and into Old ZyVersa (the "Acquisition Merger"), with Old Zyversa as the surviving company of the Acquisition Merger and, after giving effecting to such Acquisition Merger, Old ZyVersa became a wholly-owned subsidiary of Larkspur and changed its name to the Issuer.
( 2 )The securities were previously securities of Larkspur but were converted automatically to securities of the Issuer in connection with the transactions contemplated by the Business Combination Agreement.
( 3 )The securities are held of record by Larkspur Health LLC (the "Sponsor"). Daniel J. O'Connor is the sole manager of Larkspur Health LLC and in such capacity has voting and investment discretion with respect to the common stock held of record by Larkspur Health LLC. By virtue of this relationship, Mr. O'Connor may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. O'Connor disclaims any such beneficial ownership except to the extent of his pecuniary interest.
( 4 )The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date.
( 5 )Mr. O'Connor paid $1,000 per share of Series A Convertible Preferred Stock and warrants in an amount equal to 100% of the common shares issuable upon conversion of the Series A Convertible Preferred Stock for an aggregate of $17,500. No half shares of the Series A Convertible Preferred Stock were issued, therefore, the reporting person received 18 shares of such preferred stock instead of 17.5.
( 6 )The warrant is immediately exercisable in full.

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