Statement of Ownership (sc 13g)
March 30 2017 - 9:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of
1934*
AEVI GENOMIC MEDICINE, INC.
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
00835P105
(CUSIP Number)
March 20, 2017
(Date of Event Which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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 the disclosures provided
in a prior cover page.
The
information required in 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
NO. 00835P105
|
SCHEDULE 13G
|
|
1
|
Names
of Reporting Persons
Philip
R. Harper
|
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 of America
|
Number
of
Shares
|
5
|
Sole
Voting Power
4,845,213
|
Beneficially
Owned
by
Each
|
6
|
Shared
Voting Power
220,000
(1)
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Reporting
Person
With
|
7
|
Sole
Dispositive Power
4,845,213
|
|
8
|
Shared
Dispositive Power
220,000
(1)
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,065,213
(1)
|
10
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
(See
Instructions)
|
11
|
Percent
of Class Represented by Amount in Row (9)
13.6%
(2)
|
12
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Type
of Reporting Person (See Instructions)
IN
|
___________
(1)
Mr. Harper’s wife owns 220,000 shares of common stock of the issuer. Mr. Harper expressly disclaims beneficial ownership
of these shares, and pursuant to Rule 13d-4 under the Act, the inclusion of these shares on this Schedule 13G shall not be construed
as an admission that Mr. Harper is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of such shares.
(2)
The percentage is based upon 37,109,843 shares of common stock outstanding as of March 3, 2017, as reported by the issuer in its
latest Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 9, 2017.
Item
1(a).
|
Name
of Issuer
:
|
|
|
|
The
name of the issuer is Aevi Genomic Medicine, Inc.
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices
:
|
|
|
|
435
Devon Park Drive, Suite 715, Wayne, Pennsylvania 19087.
|
|
|
Item
2(a).
|
Name
of Person Filing
:
|
|
|
|
Philip
R. Harper
|
|
|
Item
2(b).
|
Address
or Principal Business Office or, if none, Residence
:
|
|
|
|
1850
Rose Cottage Lane, Malvern, Pennsylvania 19355
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|
|
Item
2(c).
|
Citizenship
:
|
|
|
|
Mr.
Harper is a citizen of the United States of America.
|
|
|
Item
2(d).
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Title
of Class of Securities
:
|
|
|
|
The
class of equity securities to which this Statement relates is the common stock, $0.0001 par value per share, of Aevi Genomic
Medicine, Inc.
|
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|
Item
2(e).
|
CUSIP
Number
:
|
|
|
|
The
CUSIP number of the common stock is 00835P105
|
|
|
Item
3.
|
If
this Statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is
a
:
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act.
|
|
|
|
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(b)
|
☐
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Bank, as defined
in Section 3(a)(6) of the Act.
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(c)
|
☐
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Insurance company,
as defined in Section 3(a)(19) of the Act.
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(d)
|
☐
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Investment company
registered under Section 8 of the Investment Company Act of 1940.
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(e)
|
☐
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An investment advisor
in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
|
☐
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An employee benefit
plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
|
☐
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A parent holding
company or control person, in accordance with §240.13d-1(b)(ii)(G).
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(h)
|
☐
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A savings
association, as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
|
☐
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A church plan, that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
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(j)
|
☐
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A non-US institution
in accordance with §240.13d-1(b)(1)(ii)(J).
|
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|
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(k)
|
☐
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Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J)
please specify the type of institution: _______________,
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(a)
|
Amount beneficially owned:
The beneficial ownership of Mr. Harper may be deemed to be 5,065,213 shares of common stock. However, Mr. Harper’s wife
owns 220,000 of these shares and Mr. Harper expressly disclaims beneficial ownership of such shares. Pursuant to Rule 13d-4 under
the Act, this Schedule 13G shall not be construed as an admission that Mr. Harper is, for the purposes of Section 13(d) or 13(g)
of the Act, the beneficial owner of the shares of common stock held by his wife.
|
|
|
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(b)
|
Percent of class: 13.6%. The
percentage is based upon 37,109,843 shares of common stock outstanding as of March 3, 2017, as reported by the issuer in its latest
Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 9, 2017.
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|
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(c)
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Number of shares as to which Mr. Harper has:
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(i)
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Sole
power to vote or to direct the vote: See Item 5 of the Cover Page
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(ii)
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Shared
power to vote or to direct the vote: See Item 6 of the Cover Page
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(iii)
|
Sole
power to dispose or to direct the disposition of: See Item 7 of the Cover Page
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(iv)
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Shared
power to dispose or to direct the disposition of: See Item 8 of the Cover Page
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Item 5.
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Ownership of
Five Percent or Less of a Class:
|
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following: ☐.
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Item 6.
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Ownership of More Than Five Percent on Behalf
of Another Person:
|
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Not
applicable.
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Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person
:
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Not applicable.
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Item 8.
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Identification
and Classification of Members of the Group
:
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Not applicable.
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Item 9.
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Notice
of Dissolution of Group
:
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Not applicable.
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Item 10.
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Certifications
:
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By signing below
I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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.
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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: March
30, 2017
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/s/
Philip R. Harper
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Philip R. Harper
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