Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Jack W. Schuler

100 N. Field Drive, Suite 360

Lake Forest, Illinois 60045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1.  This amount includes 730,560 Shares (as defined herein) that the Reporting Person has the right to acquire upon exercise of Warrants (as defined in Amendment No. 8).

 

	SCHEDULE 13D
CUSIP No: 92407M206		Page 3 of 5 Pages

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Jack W. Schuler Living Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Illinois
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			18,108,802 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			18,108,802 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	18,108,802 (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)
	23.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1.  This amount includes 730,560 Shares (as defined herein) that the Reporting Person has the right to acquire upon exercise of Warrants (as defined in Amendment No. 8).

 

Item 1.

Security and Issuer

This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) 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, Amendment No. 7 filed on September 5, 2017, and Amendment No. 8 filed on April 19, 2018 (collectively, the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Shares”), of Vermillion, Inc. (the “Issuer” or the “Company”), whose principal executive offices are located at 12117 Bee Caves Road, Building Three, Suite 100, Austin, Texas 78738.

Item 4.

Purpose of Transaction

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

On June 21, 2018, the Issuer held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at which, among other things, Company stockholders were asked to vote, among other things, to ratify the terms and issuance of the Series B Preferred Stock and to approve the issuance of such number of Shares issuable upon full conversion of the Series B Preferred Stock, including Shares issuable pursuant to customary anti-dilution provisions (the “Issuance Proposal”).  The stockholders voted to approve the Issuance Proposal at the Annual Meeting, upon which each Series B Preferred Stock automatically converted into 100 Shares, reflecting a conversion price of $1.00 per Share (the “Automatic Conversion”).

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 18,108,802 Shares, representing approximately 23.9% of the Shares outstanding.  This amount consists of:  (i) 17,378,242 Shares held by the Living Trust; and (ii) Warrants to acquire 730,560 Shares held by the Living Trust.

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) In connection with the Automatic Conversion, the Reporting Persons received 3,961,900 Shares in exchange for their 39,619 shares of Series B Preferred Stock.  No other 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.