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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Caladrius Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
128058203
(CUSIP Number)
September 14, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
The remainder of this cover page shall be filled out for a reporting persons 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).
Potential persons who are to 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.
SEC 1745 (3-06)
CUSIP No. 128058203 |
13G |
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Names of Reporting Persons Sanford | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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This filing describes the reporting persons relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |||||
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11 |
Percent of Class Represented by Amount in Row (9) | |||||
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12 |
Type of Reporting Person | |||||
CUSIP No. 128058203 |
13G |
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1 |
Names of Reporting Persons Sanford Health | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
This filing describes the reporting persons relationship with other persons, but the reporting person does not affirm the existence of a group. | |||||||
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3 |
SEC Use Only | |||||
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4 |
Citizenship or Place of Organization | |||||
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Number of |
5 |
Sole Voting Power | |||||
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6 |
Shared Voting Power | ||||||
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7 |
Sole Dispositive Power | ||||||
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8 |
Shared Dispositive Power | ||||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |||||
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Percent of Class Represented by Amount in Row (9) | |||||
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Type of Reporting Person | |||||
Item 1. | |||
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(a) |
Name of Issuer | |
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(b) |
Address of Issuers Principal Executive Offices Basking Ridge, NJ 07920 | |
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Item 2. | |||
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(a) |
Name of Person Filing
Sanford Sanford Health(1) | |
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(b) |
Address of Principal Business Office or, if none, Residence The Principal Business Office of Sanford Health is: 1305 W. 18th St., Sioux Falls, South Dakota 57105 | |
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(c) |
Citizenship Sanford Health is organized under the laws of the State of South Dakota, United States | |
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(d) |
Title of Class of Securities | |
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(e) |
CUSIP Number | |
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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: | ||
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(a) |
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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) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(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) |
o |
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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Group, in accordance with § 240.13d-1(b)(1)(ii)(J). |
(1) Sanford Health is a wholly owned subsidiary of Sanford.
Item 4. |
Ownership | ||
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(a) |
Amount beneficially owned 635,593(2) | |
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(b) |
Percent of class 9.70375% | |
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or to direct the vote 0 |
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(ii) |
Shared power to vote or to direct the vote 635,593 |
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(iii) |
Sole power to dispose or to direct the disposition of 0 |
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(iv) |
Shared power to dispose or to direct the disposition of 635,593 |
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Item 5. |
Ownership of Five Percent or Less of a Class | ||
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Not Applicable | ||
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Item 6. |
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. |
Identification and Classification of Members of the Group | ||
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Not Applicable | ||
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Item 9. |
Notice of Dissolution of Group | ||
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Not Applicable |
(2) The Reporting Persons purchased the 635,593 shares of Common Stock on September 16, 2016 pursuant to a Stock Purchase Agreement dated as of September 14, 2016 between Caladrius Biosciences, Inc. and Sanford Health. The Stock Purchase Agreement requires Sanford Health to purchase an additional 423,729 shares of Common Stock in the event certain events occur in the future.
Item 10. |
Certification |
By signing below I certify that, to the best of my 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.
September 21, 2016 |
Sanford |
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/s/ Rich Adcock |
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Signature |
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Rich Adcock |
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Chief Innovation Officer |
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Name/Title |
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Sanford Health |
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/s/ Rich Adcock |
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Signature |
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Rich Adcock |
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Chief Innovation Officer |
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Name/Title |
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Caladrius Biosciences, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 21st day of September, 2016.
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Sanford | |
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By: |
/s/ Rich Adcock |
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Name: |
Rich Adcock |
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Title: |
Chief Innovation Officer |
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Sanford Health | |
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By: |
/s/ Rich Adcock |
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Name: |
Rich Adcock |
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Title: |
Chief Innovation Officer |