Statement of Ownership (sc 13g)
February 14 2023 - 7:34AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Blue
Water Vaccines Inc.
(Name
of Issuer)
Common
Stock, par value $0.00001 per share
(Title
of Class of Securities)
09610B108
(CUSIP
Number)
December
31, 2022
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
45032V108
1.
|
|
Names
of Reporting Persons
Joseph
Hernandez |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐ (b) ☐ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With: |
|
5.
|
|
Sole
Voting Power
2,850,351(1) |
|
6. |
|
Shared
Voting Power
0 |
|
7. |
|
Sole
Dispositive Power
2,850,351
(1) |
|
8. |
|
Shared
Dispositive Power
0 |
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,850,351(1) |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11. |
|
Percent
of Class Represented by Amount in Row (9)
18.43%(2) |
12. |
|
Type
of Reporting Person (See Instructions)
IN |
(1) |
Includes (i) 2,650,351 shares of common stock, which
were purchased upon incorporation of the Issuer in October 2018 (as adjusted for a 4-for-1 stock split effected by the Company in
November 2021 and (ii) 200,000 shares of common stock issuable upon exercise of options, granted on May 4, 2022 with an exercise
price of $6.45, which fully vested on October 31, 2022. |
|
|
(2) |
The percentage of the shares of common stock held by
the Reporting Person is based on the sum of (i) a total of 15,265,228 shares of common stock outstanding as of December 31, 2022,
and (ii) options to purchase 200,000 shares of common stock which are exercisable as of or within 60 days of December 31, 2022.. |
Item 1(a). |
Name of Issuer |
Blue
Water Vaccines Inc. (the “Issuer”)
Item 1(b). |
Address of the Issuer’s Principal Executive
Offices |
201
E. Fifth Street, Suite 1900
Cincinnati,
OH 45202
Item 2(a). |
Names of Persons Filing |
Joseph
Hernandez (the “Reporting Person”)
Item 2(b). |
Address of the Principal Business Office, or if
none, Residence: |
201
E. Fifth Street, Suite 1900
Cincinnati,
OH 45202
United
States of America
Item 2(d). |
Title of Class of Securities |
Common
Stock, par value $0.00001 per share
09610B108
Item 3. |
If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a: |
|
☐ |
(a) Broker or Dealer registered under Section 15 of
the Exchange Act. |
|
|
|
|
☐ |
(b) Bank as defined in Section 3(a)(b) or the Exchange
Act. |
|
|
|
|
☐ |
(c) Insurance company as defined in Section 3(a)(19)
of the Exchange Act. |
|
|
|
|
☐ |
(d) Investment company registered under Section 8 of
the Investment Company Act. |
|
|
|
|
☐ |
(e) An Investment adviser in accordance with Rule 13d-1
(b)(1)(ii)(e). |
|
|
|
|
☐ |
(f) An employee benefit plan or endowment fund in accordance
with Rule 13d 1(b)(1)(ii)(f). |
|
|
|
|
☐ |
(g) A Parent Holding Company or control person in accordance
with Rule 13d 1(b)(1)(ii)(g). |
|
|
|
|
☐ |
(h) A Savings Association as defined in Section 3(b)
of the Federal Deposit Insurance Act. |
|
|
|
|
☐ |
(i) A Church Plan that is excluded from the definition
of an investment company under Section 3 (c)(14) of the Investment Company Act. |
|
|
|
|
☐ |
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). |
|
|
|
|
|
Not applicable |
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2022, the Reporting Person may be deemed to beneficially own 2,850,351 shares of common stock, representing 18.43% of
the total shares of common stock issued and outstanding of the Issuer as of December 31, 2022. The shares include (i) 2,650,351 shares
of common stock and (ii) 200,000 shares of common stock issuable upon exercise of options, granted on May 4, 2022 with an exercise price
of $6.45, which fully vested on October 31, 2022.
The
percentage of the shares of common stock held by the Reporting Person is based on the sum of (i) a total of 15,265,228 shares of common
stock outstanding as of December 31, 2022, and (ii) options to purchase 200,000 shares of common stock which are exercisable as of or
within 60 days of December 31, 2022.
Item 5. |
Ownership of Five Percent or Less of a Class |
Not
Applicable
Item 6. |
Ownership of More than Five Percent on Behalf of
Another Person |
Not
Applicable
Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not
Applicable
Item 8. |
Identification and Classification of Members of
the Group |
Not
Applicable
Item 9. |
Notice of Dissolution of Group |
Not
Applicable
The
Reporting Person hereby makes the following certification:
By
signing below the Reporting Person hereby certifies that, to the best of his knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: February
14, 2023
|
By: |
/s/ Joseph
Hernandez |
|
Name: |
Joseph Hernandez |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
5
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