Sec Form 4 Filing - VILLIGER WALTER @ BIOLIFE SOLUTIONS INC - 2019-10-04

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
VILLIGER WALTER
2. Issuer Name and Ticker or Trading Symbol
BIOLIFE SOLUTIONS INC [ BLFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
PARADIESSTRASSE 25
3. Date of Earliest Transaction (MM/DD/YY)
10/04/2019
(Street)
JONA SWITZERLAND CH - 8645, V800000
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 10/04/2019 S 162,761 D $ 15.36 3,315,586 I By WAVI Holdings AG
Common Stock 05/13/2020 X( 1 ) 1,777,211 A $ 4.75 5,092,797 I By WAVI Holdings AG
Common Stock 05/13/2020 S( 1 ) 566,561 D $ 14.9 4,526,236 I By WAVI Holdings AG
Common Stock 05/13/2020 X( 2 ) 550,000 A $ 1.75 5,076,236 I By WAVI Holdings AG
Common Stock 05/13/2020 S( 2 ) 64,597 D $ 14.9 5,011,639 I By WAVI Holdings AG
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
Warrants (Right to Buy) $ 4.75 05/13/2020 X( 1 ) 1,777,211 03/25/2014 03/25/2021 Common Stock 1,777,211 ( 3 ) 0 I By WAVI Holdings AG
Warrants (Right to Buy) $ 1.75 05/13/2020 X( 2 ) 550,000 05/12/2016 05/12/2021 Common Stock 550,000 ( 4 ) 0 I By WAVI Holdings AG
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VILLIGER WALTER
PARADIESSTRASSE 25
JONA SWITZERLAND CH - 8645, V800000
X
WAVI Holding AG
PARADIESSTRASSE 25
JONA SWITZERLAND CH - 8645, V800000
X
Signatures
/s/ Walter Villiger 06/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On May 13, 2020, WAVI Holding AG ("WAVI"), an entity wholly owned by Walter Villiger (together, the "reporting person"), exercised an in-the-money warrant to purchase 1,777,211 shares of common stock, par value $0.001 per share (the "Common Stock"), of Biolife Solutions, Inc. (the "Company") with an exercise price of $4.75 per share pursuant to Rule 16b-6 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The reporting person exercised the warrant on a cashless basis pursuant to the terms of the warrant, resulting in the Company's withholding of 566,561 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,210,650 shares.
( 2 )On May 13, 2020, the reporting person exercised an in-the-money warrant to purchase 550,000 shares of Common Stock of the Company with an exercise price of $1.75 per share pursuant to Rule 16b-6 under the Exchange Act. The reporting person exercised the warrant on a cashless basis pursuant to the terms of the warrant, resulting in the Company's withholding of 64,597 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 485,403 shares.
( 3 )The warrants were issued to WAVI in March 2014 in connection with the conversion of outstanding promissory notes and interest accrued thereon for units consisting of common stock and warrants.
( 4 )The warrants were issued to WAVI in May 2016 as partial consideration of a loan transaction.

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