Filing Details

	SCHEDULE 13D
CUSIP No: 92407M206		Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jack W. Schuler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			14,146,902 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			14,146,902 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	14,146,902 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.99%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

1.  This amount includes 730,560 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein), but excludes the 3,961,900 Shares underlying the 39,619 shares of Series B Preferred Stock (as defined herein) that is not convertible until the Requisite Stockholder Approval (as defined herein) is obtained.

 

1.  This amount includes 730,560 Shares (as defined herein) that may be acquired upon exercise of Warrants (as defined herein), but excludes the 3,961,900 Shares underlying the 39,619 shares of Series B Preferred Stock (as defined herein) that is not convertible until the Requisite Stockholder Approval (as defined herein) is obtained.

	SCHEDULE 13D
		Page 4 of 8 Pages

 

Item 1.

Security and Issuer

This Amendment No. 8 to Schedule 13D (“Amendment No. 8”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed on May 23, 2013, (the “Initial Schedule 13D”), as amended by Amendment No. 1 filed on December 29, 2014, Amendment No. 2 filed on February 11, 2015, Amendment No. 3 filed on March 23, 2015, Amendment No. 4 filed on April 28, 2015, Amendment No. 5 filed on July 21, 2015, Amendment No. 6 filed on February 2, 2017, and Amendment No. 7 filed on September 5, 2017 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Vermillion, Inc. (the “Issuer”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.

Item 2.

Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c,f) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i.

Jack W. Schuler (“Mr. Schuler”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

ii.

Jack W. Schuler Living Trust (the “Living Trust”)

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

Mr. Schuler is a citizen of the United States, and is principally engaged in the business of investing in securities.  Mr. Schuler serves as sole trustee to the Living Trust, a living trust established by Mr. Schuler and organized under the laws of the State of Illinois.  In such capacity, Mr. Schuler may be deemed to beneficially own the Shares held by the Living Trust.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

A total of $6,799,990 was paid to acquire the Shares and the shares of Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”) acquired by Mr. Schuler in connection with the April 2018 Offering and Series B Offering (each defined and described in Item 4 herein), respectively.  Specifically, Mr. Schuler paid $2,838,090 to acquire 2,838,090 Shares in the April 2018 Offering and paid $3,961,900 to acquire 39,619 shares of Series B Preferred Stock in the Series B Offering.  The funds used to make these purchases were personal funds of Mr. Schuler.

 

	SCHEDULE 13D
		Page 5 of 8 Pages

 

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a, b)  As of the date hereof, each of Mr. Schuler and the Living Trust may be deemed to beneficially own 14,146,902 Shares, representing approximately 19.99% of the Shares outstanding.  This amount consists of:  (i) 13,416,342 Shares held by the Living Trust; and (ii) Warrants to acquire 730,560 Shares held by the Living Trust.  This amount does not include 3,961,900 Shares obtainable upon conversion of 39,619 shares of Series B Preferred Stock because the Series B Preferred Stock is not convertible until the Requisite Stockholder Approval is obtained.

	SCHEDULE 13D
		Page 6 of 8 Pages

 

The foregoing percentages of Shares outstanding are based on a Shares outstanding figure that reflects the sum of:  (i) the 60,039,338 Shares outstanding as of March 9, 2018, as disclosed in the Issuer’s annual report on Form 10-K, filed on March 13, 2018; (ii) the 10,000,000 Shares issued in connection with the April 2018 Offering; and (iii) for purposes of calculating beneficial ownership pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act, the 730,560 Shares issuable upon exercise of the Warrants held by the Living Trust.

As described further in Item 4 herein, the Series B Preferred Stock acquired by Mr. Schuler is automatically convertible into Shares only upon the receipt of the Requisite Stockholder Approval.  As such, until the Requisite Stockholder Approval is obtained, Mr. Schuler does not have the right convert the Series B Preferred Stock into Shares.

As sole trustee of the Living Trust, Mr. Schuler and the Living Trust share the power to vote or to direct the vote, and the power to dispose or to direct the disposition of, the Shares held by the Living Trust.

(c) Other than the purchases in the April 2018 Offering and Series B Offering as described in Item 3 and Item 4 of this Amendment No. 8, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

            (d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by the Schedule 13D.

(e) Not applicable.

Item 7.

Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit 18:  Joint Filing Agreement

	SCHEDULE 13D
		Page 7 of 8 Pages

 

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.

			Jack W. Schuler
			/s/ Jack W. Schuler

 

 

 

April 19, 2018

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

	SCHEDULE 13D
		Page 8 of 8 Pages

EXHIBIT 18

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Vermillion, Inc. dated as of April 19, 2018 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

April 19, 2018