Armistice Capital, Llc - Jun 15, 2021 Form 3 Insider Report for ReShape Lifesciences Inc. (RSLS)

Role
10%+ Owner
Signature
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member
Stock symbol
RSLS
Transactions as of
Jun 15, 2021
Transactions value $
$0
Form type
3
Date filed
6/22/2021, 08:49 AM
Previous filing
May 18, 2021
Next filing
Jun 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RSLS Common Stock, $.001 par value per share 2.41M Jun 15, 2021 Direct F1
holding RSLS Common Stock, $.001 par value per share 2.41M Jun 15, 2021 See Footnote 1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RSLS Series A Warrants Jun 15, 2021 Common Stock 1.48M Direct F1, F2
holding RSLS Series A Warrants Jun 15, 2021 Common Stock 1.48M See Footnote 1 F2
holding RSLS Series E Warrants Jun 15, 2021 Common Stock 1.48M Direct F1, F3
holding RSLS Series E Warrants Jun 15, 2021 Common Stock 1.48M See Footnote 1 F3
holding RSLS Series G Warrants Jun 15, 2021 Common Stock 676K Direct F1, F4
holding RSLS Series G Warrants Jun 15, 2021 Common Stock 676K See Footnote 1 F4
holding RSLS Series G Warrants Jun 15, 2021 Common Stock 676K Direct F1, F5
holding RSLS Series G Warrants Jun 15, 2021 Common Stock 676K See Footnote 1 F5
holding RSLS Warrant Jun 15, 2021 Common Stock 2.25M Direct F1, F6
holding RSLS Warrant Jun 15, 2021 Common Stock 2.25M See Footnote 1 F6
holding RSLS Warrant Jun 15, 2021 Common Stock 564K Direct F1, F7
holding RSLS Warrant Jun 15, 2021 Common Stock 564K See Footnote 1 F7
holding RSLS Total Return Swap Jun 15, 2021 Common Stock 283K Direct F1, F8
holding RSLS Total Return Swap Jun 15, 2021 Common Stock 283K See Footnote 1 F8
holding RSLS Total Return Swap Jun 15, 2021 Common Stock 108K Direct F1, F9
holding RSLS Total Return Swap Jun 15, 2021 Common Stock 108K See Footnote 1 F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2 The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Reshape Lifesciences Inc. ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon Therapeutics, Inc., Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").
F3 The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.
F4 The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.
F5 The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.
F6 The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.
F7 The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.
F8 The Master Fund entered into a total return swap with a counterparty which expires on January 20, 2023 with a current reference price of $9.36 per share The swap references a total notional number of shares of common stock of 283,000. These swaps generally require the counterparty to pay the Master Fund the extent to which the stock price is less than the reference price and requires the Master Fund to pay to the counterparty the extent to which the stock price is more than the reference price.
F9 The Master Fund entered into a total return swap with a counterparty which expires on August 16, 2021 with a current reference price of $9.72 per share. The swap references a total notional number of shares of common stock of 108,333. These swaps generally require the counterparty to pay the Master Fund the extent to which the stock price is less than the reference price and requires the Master Fund to pay to the counterparty the extent to which the stock price is more than the reference price.