Statement of Changes in Beneficial Ownership (4)
January 25 2023 - 3:31PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Facchini Peter J. |
2. Issuer Name and Ticker or Trading Symbol
Enveric Biosciences, Inc.
[
ENVB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Scientific Officer |
(Last)
(First)
(Middle)
C/O ENVERIC BIOSCIENCES, INC., 4851 TAMIAMI TRAIL N, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2021 |
(Street)
NAPLES, FL 34103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/13/2021 | | A | | 1021 (1) | A | $0 | 13356 (2) | D | |
Common Stock | 10/13/2021 | | A | | 10500 (3) | A | $0 | 23856 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | The reporting person received the restricted stock units (RSUs) as a one-time signing bonus upon the commencement of the reporting person's employment with the Company. 50% of the RSUs shall vest over 2 years in equal annual installments, with the first tranche to vest on September 16, 2022. 50% of the RSUs shall vest over 2 years in equal annual installments, if the Company's average VWAP exceeds 110% and 120% of $158.925, respectively. |
(2) | Includes 10,633 shares previously held through the Facchini 2020 Family Trust, which were distributed to the reporting person and are now owned directly. |
(3) | 50% of the RSUs shall vest over 4 years in equal annual installments, with the first tranche to vest on September 16, 2022. 50% of the RSUs shall vest in 3 approximately equal tranches on each of December 31, 2022, 2023 and 2024, if the Company's average VWAP (calculated as the average over the fourth calendar quarter of each of 2022, 2023 and 2024, as applicable, of the daily volume weighted average price of a share of common stock), exceeds $119.00, $130.50 and $143.50, respectively. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Facchini Peter J. C/O ENVERIC BIOSCIENCES, INC. 4851 TAMIAMI TRAIL N, SUITE 200 NAPLES, FL 34103 |
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| Chief Scientific Officer |
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Signatures
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/s/ Peter J. Facchini | | 1/25/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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