SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PERELMAN RONALD O

(Last) (First) (Middle)
35 EAST 62ND STREET

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SIGA TECHNOLOGIES INC [ SIGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2009
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.0001 per share 04/30/2009 X 490,196 A $3.06(1) 4,635,235 I Owned through wholly-owned corporation
Common Stock, par value $.0001 per share 3,472,222 I Owned through partially-owned corporation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Line (2)(3)(4)(5)(6) 04/29/2009 X 1 (2)(3)(4)(5)(6) 06/19/2010 Common Stock and Warrants (2)(3)(4)(5)(6) $0.00(2)(3)(4)(5)(6) 1 I Owned through wholly-owned corporation
Warrant (Right to Buy) $3.519 04/30/2009 X 196,078 04/30/2009 04/30/2009 Common Stock 196,078 $0.00(7) 196,078 I Owned through wholly-owned corporation
1. Name and Address of Reporting Person*
PERELMAN RONALD O

(Last) (First) (Middle)
35 EAST 62ND STREET

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MacAndrews & Forbes LLC

(Last) (First) (Middle)
35 EAST 62ND STREET

(Street)
NEW YORK NY 10021

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MacAndrews & Forbes Holdings Inc.

(Last) (First) (Middle)
35 EAST 62ND STREET

(Street)
NEW YORK NY 10021

(City) (State) (Zip)
Explanation of Responses:
1. The shares were issued in consideration for an investment of $1,500,000 by MacAndrews & Forbes LLC ("MacAndrews & Forbes") in SIGA Technologies, Inc. (the "Company"), pursuant to the Letter Agreement (as defined in footnote 2), as amended by the Extension Agreement (as defined in footnote 3).
2. On June 19, 2008, MacAndrews & Forbes entered into a letter agreement (the "Letter Agreement") with the Company that provided that for a period of one year, (i) MacAndrews & Forbes committed to invest, at the Company's option, up to an aggregate of $8,000,000 in up to three tranches (such commitment, the "Investment Commitment") and (ii) MacAndrews & Forbes may have, at MacAndrews & Forbes' option, elected to invest up to $8,000,000 in the Company in up to three tranches on the terms of the Investment Commitment (such option, the "Investment Option"); provided that in no event could the aggregate amount of the investments pursuant to the Investment Commitment and the Investment Option exceed $8,000,000.
3. On April 29, 2009, the Company and MacAndrews & Forbes entered into a letter agreement (the "Extension Agreement") extending the term of the commitments under the Letter Agreement through June 19, 2010, and increasing the number of tranches available from no more than three to no more than six. The remaining terms of the Letter Agreement remain unchanged.
4. Upon either of the Company's election to effect an investment pursuant to the Investment Commitment or MacAndrews & Forbes' election to effect an investment pursuant to the Investment Option (each, an "Investment") the Company shall issue to MacAndrews & Forbes: (i) such number of shares of Common Stock, with a value equal to the Investment, at a per share valuation ("Per Share Price") equal to the lesser of (A) $3.06 and (B) the average of the volume-weighted average price per share for the 5 trading days immediately preceding each funding date and (ii) warrants (the "Consideration Warrants"), for no additional consideration, to purchase a number of shares of Common Stock of the Company equal to 40% of the shares issued on such funding date, at an exercise price per share equal to 115% of the Per Share Price on such funding date, payable in cash or by cashless exercise, exercisable for a period of four years commencing on the date of issuance of such Consideration Warrants.
5. To the extent that the consummation of any portion of the transactions contemplated by the Letter Agreement would require shareholder approval under applicable Nasdaq rules, the Company shall be obligated to consummate only that portion of the transaction that will not require such shareholder approval. The consummation of Investment transactions contemplated by the Letter Agreement is subject to the negotiation, execution and delivery of definitive documentation.
6. On April 30, 2009, MacAndrews & Forbes funded $1,500,000 to the Company pursuant to the terms of the Letter Agreement, as amended by the Extension Agreement. As a result of this transaction, $6,500,000 of the Investment Commitment / Investment Option remains outstanding.
7. The warrants were issued as Consideration Warrants in connection with the investment described in footnote 6 under the terms of the Letter Agreement, as amended by the Extension Agreement.
Remarks:
Ronald O. Perelman, a joint filer hereunder, beneficially owns 100% of the common stock of MacAndrews & Forbes Holdings Inc., which beneficially owns 100% of the equity interests of MacAndrews & Forbes LLC. MacAndrews & Forbes LLC beneficially owns the securities described above.
/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney filed with the Securities and Exchange Commission 05/01/2009
/s/ Barry F. Schwartz, Executive Vice Chairman 05/01/2009
/s/ Barry F. Schwartz, Executive Vice Chairman 05/01/2009
** Signature of Reporting Person Date
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