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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 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Rockwell Medical, Inc.
(Name of Issuer)
Common Shares, no par value per share
(Title of Class of Securities)
774374102
(CUSIP Number)
Robert L. Chioini
30142 Wixom Road
Wixom, Michigan 48393
(248) 960-9009
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
CUSIP No. 774374102 |
13D |
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Name of Reporting Person: | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
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3. |
SEC Use Only: | |||||
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Source of Funds: | |||||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||||
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6. |
Citizenship or Place of Organization: | |||||
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Sole Voting Power: | |||||
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Shared Voting Power: | ||||||
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Sole Dispositive Power: | ||||||
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Shared Dispositive Power: | ||||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||||
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Percent of Class Represented by Amount in Row (11): | |||||
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Type of Reporting Person (See Instructions): | |||||
CUSIP No. 774374102 |
13D |
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This Amendment No. 8 amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 14, 2003 with respect to the common stock, no par value (the Common Shares), of Rockwell Medical, Inc., formerly known as Rockwell Medical Technologies, Inc. (Rockwell), as amended (the Schedule 13D). The Schedule 13D is further amended as set forth below. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by adding the following information:
(a) As of the date hereof, the Reporting Person beneficially owned 3,463,333 Common Shares (including 2,065,000 Common Shares issuable upon exercise of stock options held by the Reporting Person that are exercisable currently or within 60 days), constituting approximately 8.2% of the Common Shares outstanding, based on 39,916,961 Common Shares outstanding as of June 25, 2013.
The Reporting Person holds the following options to purchase Common Shares as of the date hereof:
Grant |
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# of |
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Exercise |
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# Vested |
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Vesting Schedule* |
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Expiration |
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9/17/03 |
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25,000 |
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$ |
3.06 |
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25,000 |
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Fully Vested |
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9/17/2013 |
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1/13/04 |
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105,000 |
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$ |
4.05 |
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105,000 |
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Fully Vested |
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1/13/2014 |
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12/22/04 |
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335,000 |
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$ |
2.79 |
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335,000 |
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Fully Vested |
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12/22/2014 |
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12/15/05 |
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375,000 |
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$ |
4.55 |
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375,000 |
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Fully Vested |
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12/15/2015 |
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12/17/07 |
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250,000 |
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$ |
6.50 |
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250,000 |
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Fully Vested |
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12/17/2017 |
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4/3/08 |
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75,000 |
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$ |
6.50 |
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75,000 |
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Fully Vested |
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4/3/2018 |
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11/19/08 |
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175,000 |
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$ |
3.09 |
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175,000 |
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Fully Vested |
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11/19/2018 |
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6/18/09 |
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225,000 |
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$ |
6.74 |
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225,000 |
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Fully Vested |
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6/18/2019 |
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1/15/10 |
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150,000 |
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$ |
7.13 |
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150,000 |
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Fully Vested |
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1/15/2020 |
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8/13/10 |
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100,000 |
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$ |
5.8618 |
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100,000 |
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One-third per year starting 8/13/11 |
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8/13/2020 |
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1/11/11 |
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250,000 |
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$ |
8.47 |
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166,667 |
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One-third per year starting 1/11/12 |
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1/11/2021 |
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1/05/12 |
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225,000 |
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$ |
10.04 |
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75,000 |
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One-third per year starting 1/05/13 |
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1/05/2022 |
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6/04/12 |
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25,000 |
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$ |
8.73 |
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8,333 |
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One-third per year starting 6/04/13 |
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6/04/22 |
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1/31/13 |
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250,000 |
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$ |
6.12 |
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0 |
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One-third per year starting 1/31/14 |
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1/31/23 |
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*Option vesting accelerates upon death, disability or a change in control of Rockwell.
The Reporting Person currently holds 250,000 Common Shares that are part of unvested restricted stock grants that will vest as follows:
Grant Date |
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# of Shares |
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Vesting Date* |
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8/13/2010 |
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50,000 |
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8/13/13 |
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6/14/2012 |
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100,000 |
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6/14/14 |
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6/14/2013 |
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100,000 |
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8/14/14 |
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CUSIP No. 774374102 |
13D |
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*Vesting accelerates upon death, disability or a change in control of Rockwell.
(c) Other than the option and restricted stock grants described above, the Reporting Person has had the following transactions in the Common Shares since the filing of Amendment No. 7 to the Schedule 13D:
Date |
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# of Shares |
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Price |
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Transaction |
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9/27/2012 |
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30,000 |
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n/a |
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Options transferred pursuant to domestic relations order (expiring 12/16/2012) |
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12/7/2012 |
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77,000 |
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n/a |
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Options transferred pursuant to domestic relations order (expiring 12/16/2012) |
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6/18/2013 |
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300,000 |
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$ |
1.81 |
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Exercise stock option |
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6/18/2013 |
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58,000 |
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$ |
4.12 |
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Surrender shares to Rockwell to pay portion of exercise price and tax withholding |
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
The material terms of the options and restricted stock grants are set forth in Item 5 above. 1,143,333 of the shares beneficially owned by the Reporting Person are held in a margin account with Oppenheimer & Co. Inc. subject to a standard margin loan arrangement entered into on April 9, 2013.
On November 17, 2011, the 2008 restricted stock award was amended to postpone the vesting of the remainder of the award from November 19, 2011 to May 15, 2012, and on May 14, 2012, was further amended to postpone the vesting date to March 1, 2013, at which time the remainder of the award vested. Similarly, on March 7, 2012, the 2010 restricted stock award was amended so that the vesting of the portion of the award that was scheduled to vest on March 10, 2012 was postponed to August 6, 2012, and on August 3, 2012, was further postponed to March 8, 2013, at which time such portion vested. The remainder of the award will vest on August 13, 2013, as provided in the original award agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by adding the following information:
99.8 Form of Amendment to 2008 Restricted Stock Award Agreement as of May 14, 2012 with Robert L. Chioini, filed as an exhibit to Rockwells Current Report on Form 8-K on May 16, 2012 and incorporated herein by reference.
99.9 Form of Amendment to 2010 Restricted Stock Award Agreement as of August 3, 2012 with Robert L. Chioini, filed as an exhibit to Rockwells Current Report on Form 8-K on August 3, 2012 and incorporated herein by reference.
CUSIP No. 774374102 |
13D |
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99.10 Form of Restricted Stock Award Agreement (executive version), filed as an exhibit to Rockwells Current Report on Form 8-K on June 14, 2012 and incorporated herein by reference.
99.11 Form of Restricted Stock Award Agreement June 2013 (executive version), filed as an exhibit to Rockwells Current Report on Form 8-K on June 19, 2013 and incorporated herein by reference.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: June 28, 2013 |
/s/ Robert L. Chioini |
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Robert L. Chioini |