Ghiath M. Sukhtian - Feb 1, 2022 Form 4 Insider Report for Outlook Therapeutics, Inc. (OTLK)

Signature
/s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact
Stock symbol
OTLK
Transactions as of
Feb 1, 2022
Transactions value $
$3,125,000
Form type
4
Date filed
2/1/2022, 04:05 PM
Previous filing
Dec 1, 2021
Next filing
Jul 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OTLK Common Stock Other $3.13M +2.5M +9.81% $1.25 28M Feb 1, 2022 See Footnotes F1, F2
holding OTLK Common Stock 27.8M Feb 1, 2022 See Footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On January 31, 2022, GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, entered into a securities purchase agreement with Tenshi Life Sciences Private Limited and Tenshi Life Sciences Pte. Limited (collectively, "Tenshi"), both private investment vehicles controlled by Arun Pillai Kumar, pursuant to which GMS Pharma purchased from Tenshi approximately 4.9% of the outstanding shares of BioLexis Pte Ltd. (the "Share Purchase"), which corresponds to 2,500,000 shares of the Issuer held by BioLexis. The Share Purchase closed on February 1, 2022.
F2 These securities are held of record by BioLexis and represent the number securities in which Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, may be deemed to have an indirect pecuniary interest in by virtue of the relationships described herein. GMS Pharma is a beneficial owner of BioLexis. Ghiath Sukhtian is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. Ghiath Sukhtian disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. BioLexis has designated one representative to serve on the Issuer's board of directors. This report shall not be deemed an admission that Ghiath Sukhtian is the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F3 These securities are held of record by GMS Ventures and Investments ("GMS Ventures"). Ghiath Sukhtian is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated one representative to serve on the Issuer's board of directors. Therefore, GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
F4 By virtue of the relationships described above in Footnote 3, 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 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.