Form 3 Misonix Inc

Initial statement of beneficial ownership of securities

Published: 2019-10-07 17:17:23
Submitted: 2019-10-07
Period Ending In: 2019-09-27
doc1.html FORM 3


>

SEC FORM 3

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
1315 Capital Management, LLC

(Last) (First) (Middle)
2929 WALNUT STREET
SUITE 1240

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2019
3. Issuer Name and Ticker or Trading Symbol
MISONIX INC [ MSON ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1) 1,695,969(2) I By: 1315 Capital, L.P.(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
1315 Capital Management, LLC

(Last) (First) (Middle)
2929 WALNUT STREET
SUITE 1240

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
1315 Capital, L.P.

(Last) (First) (Middle)
3020 MARKET STREET, SUITE 104

(Street)
PHILADELPHIA PA 19104

(City) (State) (Zip)
Explanation of Responses:
1. 1. Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC ("Solsys"), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. The Merger Agreement placed a value on the issuer's common stock of $18.5479, which reflects the 10-day VWAP for the issuer's common stock as of three business days prior to the effective date of the merger.
2. These shares are owned directly by 1315 Capital, L.P. 206,451 of the shares issued to 1315 Capital, L.P. are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. 1315 Capital Management, LLC, the general partner of 1315 Capital, L.P., may be deemed to share voting and dispositive power over the shares held by 1315 Capital, L.P.
1315 Capital, L.P., By: 1315 Capital Management, LLC, its sole general partner, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva 10/07/2019
1315 Capital Management, LLC, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva 10/07/2019
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
1
doc1.xml FORM 3
Schema Version:
X0206
Document Type:
3
Period Of Report:
2019-09-27
No Securities Owned:
0

Issuer

Issuer Cik
0000880432
Issuer Name
MISONIX INC
Issuer Trading Symbol
MSON

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001790480
Rpt Owner Name
1315 Capital Management, LLC

Reporting Owner Address

Rpt Owner Street1
2929 WALNUT STREET
Rpt Owner Street2
SUITE 1240
Rpt Owner City
PHILADELPHIA
Rpt Owner State
PA
Rpt Owner Zip Code
19104

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Reporting Owner Id

Rpt Owner Cik
0001637443
Rpt Owner Name
1315 Capital, L.P.

Reporting Owner Address

Rpt Owner Street1
3020 MARKET STREET, SUITE 104
Rpt Owner City
PHILADELPHIA
Rpt Owner State
PA
Rpt Owner Zip Code
19104

Reporting Owner Relationship

Is Director
0
Is Officer
0
Is Ten Percent Owner
1
Is Other
0

Non Derivative Holding

Security Title

Value
Common Stock
@attributes Id
F1

Shares Owned Following Transaction

Value
1695969
@attributes Id
F2

Ownership Nature

Direct Or Indirect Ownership
I

Nature Of Ownership

Value
By: 1315 Capital, L.P.
@attributes Id
F2

Footnote

0
1. Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC ("Solsys"), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. The Merger Agreement placed a value on the issuer's common stock of $18.5479, which reflects the 10-day VWAP for the issuer's common stock as of three business days prior to the effective date of the merger.
1
These shares are owned directly by 1315 Capital, L.P. 206,451 of the shares issued to 1315 Capital, L.P. are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. 1315 Capital Management, LLC, the general partner of 1315 Capital, L.P., may be deemed to share voting and dispositive power over the shares held by 1315 Capital, L.P.

Owner Signature

Signature Name
1315 Capital, L.P., By: 1315 Capital Management, LLC, its sole general partner, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva
Signature Date
2019-10-07
Signature Name
1315 Capital Management, LLC, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva
Signature Date
2019-10-07
Additional Files
FileSequenceDescriptionTypeSize
0001567619-19-019309.txt   Complete submission text file   6948
$MSON

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.