SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Williams Gregg

(Last) (First) (Middle)
12744 SAN FERNANDO ROAD
SUITE 400

(Street)
SYLMAR CA 91342

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SECOND SIGHT MEDICAL PRODUCTS INC [ EYES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/22/2019 A(1) 41,436,463(1) A (2) 77,692,235(3) I See footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Warrant to Purchase Common Stock $1.47 02/22/2019 A 41,436,463(4) 02/22/2019 03/14/2024 Common Stock 41,436,463 (2) 48,239,184(3) I See Footnote(4)
Explanation of Responses:
1. Sam B Williams 95 GST Trust ("GST") acquired 6,906,077 shares of common stock, the Gregg G. Williams 2006 Trust ("GW") acquired 6,906,077 shares of common stock and the Williams International Co. LLC acquired 27,624,309 shares of common stock pursuant to a Rights Offering with the final allocation of shares confirmed on February 22, 2019. Mr. Williams is a trustee of each of these entities.
2. The common stock and warrants reported on this Form 4, were acquired upon exercise of subscription rights to purchase units previously distributed by the Issuer to holders of its common stock. Each unit consisted of one share of common stock and one warrant. The purchase price was $0.724 per unit.
3. After giving effect to the transactions reported on this Form 4, shares beneficially owned by Mr. Williams include (i) 27,391,326 shares of common stock and warrants to purchase 13,708,798 shares of common stock owned by GW Trust, (ii) 29,108,563 shares of common stock and warrants to purchase 27,624,309 shares of common stock owned by Williams International Co. LLC (iii) 4,358,082 shares of common stock owned by Sam Williams Family Investments LLC and (iv) 16,834,264 shares of common stock and warrants to purchase 6,906,077 shares of common stock owned by GST.
4. GST Trust acquired 6,906,077 warrants to purchase common stock, the GW Trust acquired 6,906,077 warrants to purchase common stock and Williams International Co. LLC acquired 27,624,309 warrants to purchase common stock pursuant to a Rights Offering with the final allocation of shares confirmed on February 22, 2019. Mr. Williams is a trustee of each of these entities.
Remarks:
/s/ John T. Blake, Attorney-in-fact 02/26/2019
** 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).
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