Filing Details
- Accession Number:
- 0001654954-18-000871
- Form Type:
- 13G Filing
- Publication Date:
- 2018-01-30 18:02:02
- Filed By:
- Frost Phillip Md Et Al
- Company:
- Mabvax Therapeutics Holdings Inc. (OTCMKTS:MBVX)
- Filing Date:
- 2018-01-31
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Phillip Frost, M.D | 0 | 1,059,157 | 0 | 1,059,157 | 1,059,157 | 4.99% |
| Frost Gamma Investments Trust | 0 | 1,059,157 | 0 | 1,059,157 | 1,059,157 | 4.99% |
Filing
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(b)
(Amendment No.3)
MABVAX THERAPEUTICS HOLDINGS, INC.
(Name
of Issuer)
Common Stock, $0.01 Par Value
(Title
of Class of Securities)
55414P 504
(CUSIP
Number)
Copy
to:
Frost
Gamma Investments Trust
4400
Biscayne Blvd.
Miami,
FL 33137
(305) 575-6511
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
31, 2017
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ]
Rule 13d-1(b)
[ x]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
| CUSIP No. 55414P
504 |
| 1 | NAME
OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) Phillip Frost,
M.D. | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a)
☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |
| NUMBER OF
SHARES | 5 | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 1,059,157
(1) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH |
8 | SHARED
DISPOSITIVE POWER 1,059,157
(1) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,059,157
(1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 4.99%
(2) |
| 12 | TYPE
OF REPORTING PERSON IN |
______________________
| (1) | Represents
(i) 422,334 shares of common stock held by Frost Gamma Investments
Trust (“FGIT”) (ii) 596,000 shares of common stock
underlying Series D Convertible Preferred Stock and (iii) 40,823
shares of common stock underlying Series I Convertible Preferred
Stock. Excludes (i) 281,997 shares of common stock underlying
Series I Convertible Preferred Stock held by FGIT which contains a
4.99% beneficial ownership blocker and (ii) 833,333 shares of
common stock underlying Series L Convertible Preferred Stock held
by FGIT which contains a 4.99% beneficial ownership
blocker. Dr. Frost
is the trustee of FGIT. Frost Gamma L.P. is the sole and
exclusive beneficiary of FGIT. Dr. Frost is one of two limited
partners of Frost Gamma L.P. The general partner of Frost
Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost
Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole
shareholder of Frost-Nevada Corporation. The reporting person
disclaims beneficial ownership of these securities, except to the
extent of any pecuniary interest therein and this report shall not
be deemed an admission that the reporting person is the beneficial
owner of these securities for purposes of Section 16 or for any
other purpose. |
| (2) | Based
on 20,588,765 shares outstanding as of December 14, 2017 as
disclosed in the Issuer’s Registration Statement on Form S-1
filed on December 15, 2017. |
| CUSIP No. 55414P
504 |
| 1 | NAME
OF REPORTING PERSONS S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY) Frost
Gamma Investments Trust | |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP OR
PLACE OF ORGANIZATION Florida | |
| NUMBER OF
SHARES | 5 | SOLE
VOTING POWER 0 |
| BENEFICIALLY OWNED
BY | 6 | SHARED
VOTING POWER 1,059,157
(1) |
| EACH REPORTING | 7 | SOLE
DISPOSITIVE POWER 0 |
| PERSON
WITH | 8 | SHARED
DISPOSITIVE POWER 1,059,157 (1) |
| 9 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,059,157 (1) |
| 10 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
| 11 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 4.99%
(2) |
| 12 | TYPE
OF REPORTING PERSON OO |
______________________
| (1) | Represents
(i) 422,334 shares of common stock held by FGIT, (ii) 596,000
shares of common stock underlying Series D Convertible Preferred
Stock and (iii) 40,823 shares of common stock underlying Series I
Convertible Preferred Stock. Excludes (i) 281,997 shares of common
stock underlying Series I Convertible Preferred Stock held by FGIT
which contains a 4.99% beneficial ownership blocker and (ii)
833,333 shares of common stock underlying Series L Convertible
Preferred Stock held by FGIT which contains a 4.99% beneficial
ownership blocker.
Dr. Frost is the trustee of FGIT, and in such capacity holds voting
and dispositive power over the securities held by
FGIT. |
| (2) | Based
on 20,588,765 shares outstanding as of December 14, 2017 as
disclosed in the Issuer’s Registration Statement on Form S-1
filed on December 15, 2017. |
Item
1(a).
Name
of Issuer:
MabVax
Therapeutics Holdings, Inc. (“Issuer”)
Item
1(b).
Address of
Issuer's Principal Executive Offices:
11535
Sorrento Valley Road, Suite 400, San Diego, California
92121
Item
2(a).
Name
of Person Filing.
The statement is filed on behalf of
Phillip Frost, M.D. and FGIT (collectively, the
“Reporting Person”).
Item
2(b).
Address of
Principal Business Office or, if None, Residence.
4400 Biscayne Blvd. Miami, FL 33137.
Item
2(c).
Citizenship.
Dr.
Frost is a citizen of the United States. FGIT is established in the State
of Florida.
Item
2(d).
Title
of Class of Securities.
Common
Stock, par value $0.01 per share.
Item
2(e).
CUSIP
Number.
55414P 504
Item
3.
Type
of Person
Not
applicable.
Item
4.
Ownership.
(a)
Amount beneficially owned: 1,059,157 (1)
(b)
Percent of class: 4.99% (2)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 1,059,157
(1)
(iii)
Sole power to dispose or to direct the disposition of:
0
(iv)
Shared power to dispose or to direct the disposition of:
1,059,157 (1)
______________________
(1)
Represents
(i) 422,334 shares of common stock held by FGIT (ii) 596,000 shares
of common stock underlying Series D Convertible Preferred Stock and
(iii) 40,823 shares of common stock underlying Series I Convertible
Preferred Stock. Excludes (i) 281,997 shares of common stock
underlying Series I Convertible Preferred Stock held by FGIT which
contains a 4.99% beneficial ownership blocker and (ii) 833,333
shares of common stock underlying Series L Convertible Preferred
Stock held by FGIT which contains a 4.99% beneficial ownership
blocker.
Dr. Frost is the trustee of FGIT. Frost Gamma L.P. is the
sole and exclusive beneficiary of FGIT. Dr. Frost is one of two
limited partners of Frost Gamma L.P. The general partner of Frost
Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost
Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is the sole
shareholder of Frost-Nevada Corporation. The reporting person
disclaims beneficial ownership of these securities, except to the
extent of any pecuniary interest therein and this report shall not
be deemed an admission that the reporting person is the beneficial
owner of these securities for purposes of Section 16 or for any
other purpose.
(2)
Based
on 20,588,765 shares outstanding as of December 14, 2017 as
disclosed in the Issuer’s Registration Statement on Form S-1
filed on December 15, 2017.
| Item
5. | Ownership
of Five Percent or Less of a Class. |
[X]
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported by the Parent Holding Company. |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group. |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group. |
Not
applicable.
| Item
10. | Certifications. |
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.
| | | | |
| | | | |
| Date:
January 30, 2018 | | /s/ Phillip Frost,
M.D. | |
| | | Phillip
Frost, M.D. | |
| | | | |
| | | Frost
Gamma Investments Trust | |
| | | | |
| Date:
January 30, 2018 | | /s/ Phillip Frost,
M.D. | |
| | | Phillip
Frost M.D., Trustee | |