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Filing Details

Accession Number:: 0000921895-18-002794
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-10-17 17:27:35
Reporting Period:: 2018-10-15

Accepted Time:: 2018-10-17 17:27:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1041024	Rockwell Medical Inc.	RMTI	Electromedical & Electrotherapeutic Apparatus (3845)	383317208

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1540462	Richmond Brothers, Inc.	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes
1697890	Rbi Private Investment Ii, Llc	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes
1698614	S. David Richmond	3568 Wildwood Avenue Jackson MI 49202	No	No	Yes	Yes
1698617	J. Matthew Curfman	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes
1698718	Rbi Pi Manager, Llc	3568 Wildwood Avenue Jackson MI 49202	No	No	Yes	Yes
1698720	Rbi Private Investment I, Llc	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes
1698822	Plan Sharing Profit 401(K) Brothers Richmond	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes
1755611	Rbi Opportunities Fund, Llc	3568 Wildwood Avenue Jackson MI 49202	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-10-15	5,541,562	$0.00	5,541,562	No	4	P	Indirect	By: The RBI Opportunities Fund, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: The RBI Opportunities Fund, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants (right to buy)	Acquisiton	2018-10-15	5,541,562	$0.00	2,770,781	$4.96

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,541,562	2019-04-17	2023-10-17	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	164,841	Indirect	By: RBI Private Investment I, LLC
Common Stock	38,490	Indirect	By: RBI Private Investment II, LLC
Common Stock	52,680	Indirect	By: Richmond Brothers 401(k) Profit Sharing Plan
Common Stock	176,376	Direct
Common Stock	42,536	Indirect	By: Matthew J. Curfman
Common Stock	36,249	Indirect	By: Spouse of Matthew J. Curfman
Common Stock	28,096	Indirect	By: Spouse of David S. Richmond
Common Stock	147	Indirect	By: Daughter of David S. Richmond
Common Stock	7	Indirect	By: Son of David S. Richmond

Footnotes

This Form 4 is filed jointly by RBI Private Investment I, LLC ("RBI PI"), RBI Private Investment II, LLC ("RBI PII"), The RBI Opportunities Fund, LLC ("RBI Opportunities"), RBI PI Manager, LLC ("RBI Manager"), Richmond Brothers 401(k) Profit Sharing Plan ("RBI Plan"), Richmond Brothers, Inc. ("Richmond Brothers"), David S. Richmond and Matthew J. Curfman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
Not reported herein are shares of Common Stock held in certain accounts managed by Richmond Brothers (the "Separately Managed Accounts"). Richmond Brothers is entitled to a management fee from the Separately Managed Accounts based solely on the value of assets under management. Accordingly, neither Richmond Brothers nor any other Reporting Person has a pecuniary interest in any of the shares held in the Separately Managed Accounts for purposes of Section 16.
On October 15, 2018, RBI Opportunities purchased 5,541,562 shares of Common Stock and warrants to purchase 2,770,781 shares of Common Stock for an aggregate purchase price of $22 million pursuant to a private placement by the Issuer. The reported securities are included within 5,541,562 Units purchased by RBI Opportunities for $3.97 per Unit. Each Unit consists of one share of Common Stock and a warrant to purchase 50% of a share of Common Stock. The warrants have an exercise price of $4.96 per full share of Common Stock.
Represents securities directly owned by RBI Opportunities. RBI Manager, as the manager of RBI Opportunities, may be deemed to beneficially own the securities owned directly by RBI Opportunities. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI Opportunities.
Represents securities directly owned by RBI PI. RBI Manager, as the manager of RBI PI, may be deemed to beneficially own the securities owned directly by RBI PI. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PI.
Represents securities directly owned by RBI PII. RBI Manager, as the manager of RBI PII, may be deemed to beneficially own the securities owned directly by RBI PII. Mr. Richmond, as the manager of RBI Manager, may be deemed to beneficially own the securities owned directly by RBI PII.
Represents securities directly owned by RBI Plan. Messrs. Richmond and Curfman, as trustees of RBI Plan, may be deemed to beneficially own the securities owned directly by RBI Plan.
Represents securities directly owned by Mr. Richmond's spouse. Mr. Richmond may be deemed to beneficially own the securities owned directly by his spouse.
Represents securities directly owned by Mr. Richmond's daughter. Mr. Richmond may be deemed to beneficially own the securities owned directly by his daughter.
Represents securities directly owned by Mr. Richmond's son. Mr. Richmond may be deemed to beneficially own the securities owned directly by his son.
Represents securities directly owned by Mr. Curfman's spouse. Mr. Curfman may be deemed to beneficially own the securities owned directly by his spouse.