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*
Evans David W

(Last) (First) (Middle)
4141 JUTLAND DRIVE, SUITE 215

(Street)
SAN DIEGO CA 92117

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guardion Health Sciences, Inc. [ GHSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Science Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2019
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 08/15/2019 A 20,000 A $0.44(1) 1,522,500 D
Common Stock 08/21/2019 A 20,000 A (2) 1,542,500 D
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 $0.585 08/15/2019 A(1) 20,000 (1) 08/15/2024 Common Stock 20,000 (1) 20,000 D
Warrant $0.585 08/21/2019 D(2) 20,000 (1) 08/15/2024 Common Stock 20,000 (1) 0 D
Explanation of Responses:
1. Reporting Person purchased 20,000 shares and 20,000 warrants (the "Warrants") at a combined purchase price of $.45 per share and warrant in the issuer's public offering (the "Offering"), which closed on August 15, 2019. The Warrants are exercisable immediately, and expire five years from the date of issuance.
2. The Warrants provide that, beginning on the earlier of (i) 30 days from August 12, 2019 and (ii) the date on which the issuer's common stock trades an aggregate of more than 40,000,000 shares after the announcement of the pricing of the Offering, and ending on the twelve (12) month anniversary thereof, each Warrant may be exercised at the option of the holder on a cashless basis at a ratio of one Warrant for one share of common stock, in whole or in part, if the weighted average price of the common stock on the trading day immediately prior to the exercise date fails to exceed the initial exercise price of the Warrant. The reporting person exercised the Warrant, on a cashless basis at a ratio of one Warrant for one share of common stock, on August 21, 2019.
/s/ David W. Evans 08/22/2019
** 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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