5% Stockholders:
Entities affiliated with Stertzer Family Trust(2)
3,632,195 9.1%
Sabiah Ltd.(3)
2,255,429 5.7%
Frost Gamma Investments Trust(4)
10,875,319 27.3%
OPKO Health, Inc.
2,178,180 5.5%
Entities affiliated with Gerald P. Peters(5)
2,344,272 5.9%
Named Executive Officers and Directors:
Richard Thomas Allen
129,504 *
Peter Altman, Ph.D.(6)
1,548,304 3.9
%
Henricus Duckers
122,021 *
Fernando L. Fernandez
5,111 *
Richard Krasno
5,111 *
David McClung
97,106 *
Jay M. Moyes(7)
28,831 *
Phil Pesta
134,862 *
Richard C. Pfenniger, Jr.
55,111 *
Thomas Quertermous, M.D.
116,204 *
Simon H. Stertzer, M.D.(8)
3,632,195 9.1
%
Allan R. Tessler(9)
833,292 2.1
%
All directors and executive officers as a group (13 people)
6,707,652 16.9
%
33
*
Represents beneficial ownership of less than 1%.
(1)
Where applicable, share numbers have been adjusted to reflect the Company's reverse stock split, which became effective on November 2, 2017.
(2)
Consists of (i) 2,586,608 shares of Common Stock held by the Stertzer Family Trust, (ii) 409,680 shares of our Common Stock held by Windrock Enterprises L.L.C., (iii) 104,910 shares of our Common Stock held by the Stertzer Gamma Trust, (iv) 448,895 shares our Common Stock held by Stertzer Holdings LLC, and (v) 82,102 shares subject to options that are vested and exercisable within 60 days of February 28, 2018, held by Dr. Stertzer. Dr. Stertzer and his spouse are co-trustees of the Stertzer Family Trust, and sole members and managers of Windrock Enterprises L.L.C., and share voting and dispositive control over the shares held by the Stertzer Family Trust and Windrock Enterprises L.L.C. Dr. Stertzer is the grantor of the Stertzer Gamma Trust and may be deemed to have voting and dispositive control over the shares held by the Stertzer Gamma Trust. Dr. Stertzer may be deemed to have voting and dispositive control over the shares held by Stertzer Holdings LLC.
(3)
Luis M de la Fuente, his wife and child are the stockholders of Sabiah Ltd. and share voting and dispositive control over the shares held by Sabiah Ltd. The address for this entity is P.O. Box 438, Road Town, Tortola, British Virgin Islands.
(4)
Dr. Phillip Frost is the trustee and Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The address for these entities is 4400 Biscayne Boulevard, Suite 1500, Miami, Florida 33137.
(5)
Consists of (i) 774 shares of our Common Stock held by Gerald P. Peters, (ii) 805,385 shares of our Common Stock held by The Peters Corporation, (iii) 301,112 shares of our Common Stock held by the Peters Family Art Foundation, (iv) 481,500 shares of our Common Stock held in the Kathleen K. Peters & Gerald P. Peters III Revocable Trust UTA dtd. Sept. 29, 2008, (v) 690,836 shares of our Common Stock held in an account for the benefit of Mr. Peters, and (vi) 64,665 shares of our Common Stock held in an account for the benefit of his spouse. Gerald P. Peters, President, Chief Executive Officer and Financial & Fiscal Officer of the Peters Family Art Foundation may be deemed to have voting and dispositive control over the shares held by the Peters Family Art Foundation. The address for the Peters Family Art Foundation is P.O. Box 2437, Santa Fe, NM 87504. Mr. Peters may be deemed to have voting and dispositive control over the shares held by The Peters Corporation.
(6)
Consists of 694,842 shares of our Common Stock held by Dr. Altman and 853,462 shares subject to options vested and exercisable within 60 days of February 28, 2018.
(7)
Consists of 3,312 shares of our Common Stock and 25,519 shares subject to options held by Mr. Moyes that are vested and exercisable within 60 days of February 28, 2018.
(8)
Consists of (i) 2,586,608 shares of Common Stock held by the Stertzer Family Trust, (ii) 409,680 shares of our Common Stock held by Windrock Enterprises L.L.C., (iii) 104,910 shares of our Common Stock held by the Stertzer Gamma Trust, (iv) 448,895 shares our Common Stock held by Stertzer Holdings LLC, and (v) 82,102 shares subject to options, held by Dr. Stertzer that are vested and exercisable within 60 days of February 28, 2018. Dr. Stertzer and his spouse are co-trustees of the Stertzer Family Trust, and sole members and managers of Windrock Enterprises L.L.C., and share voting and dispositive control over the shares held by the Stertzer Family Trust and Windrock Enterprises L.L.C. Dr. Stertzer is the grantor of the Stertzer Gamma Trust and may be deemed to have voting and dispositive control over the shares held by the Stertzer Gamma Trust. Dr. Stertzer may be deemed to have voting and dispositive control over the shares held by Stertzer Holdings LLC.
(9)
Consists of (i) 5,111 shares of Common Stock held by Mr. Tessler, (ii) 13,578 shares subject to options held by Mr. Tessler that are exercisable within 60 days of February 28, 2018, (iii) 580,425 shares of our Common Stock held by ART/FGT Family Limited Partnership, (iv) 117,089 shares of our Common Stock held by International Financial Group, and (v) 117,089 shares of our Common Stock held by The Tessler Family Limited Partnership. Mr. Tessler and his spouse are limited partners of the ART/FGT Family Limited Partnership and share voting and dispositive control over the shares held by the ART/FGT Family Limited Partnership. The address for the ART/FGT Family Limited Partnership is 2500 Moose Wilson Road, Wilson, Wyoming 83014. Mr. Tessler may be deemed to have voting and dispositive control over the shares held by the Tessler Family Limited Partnership and International Financial Group.
34
RELATED PERSON TRANSACTIONS
Policies and Procedures for Related Party Transactions
We have adopted a formal policy that our executive officers, directors, holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors if it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party's interest in the transaction. All of the transactions described above were entered into prior to the adoption of this policy.
Related Party Transactions
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:
•
the amounts involved exceeded or will exceed $120,000; and
•
any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Other than as described below, there has not been, nor is there any currently proposed, transactions or series of similar transactions to which we have been or will be a party.
Other Transactions
We have granted stock options to our named executive officers and certain of our directors. See the section titled "Executive Compensation-Outstanding Equity Awards at 2017 Year-End" for a description of these stock options.
We have entered into change of control and severance agreements with certain of our executive officers that provides for certain severance and change in control benefits. See the section titled "Executive Compensation-Potential Payments upon Termination or Change of Control."
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements, our amended and restated certificate of incorporation and our amended and restated bylaws require us to indemnify our directors to the fullest extent permitted by Delaware law.
35
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal year ended December 31, 2017, all Section 16(a) filing requirements were satisfied on a timely basis, except with respect to the following failures to timely file: (i) a Form 4 for Peter Altman (filed with the SEC on March 22, 2018), (ii) a Form 4 for David McClung (filed with the SEC on March 22, 2018), (iii) a Form 4 for Henricus Duckers (filed with the SEC on March 22, 2018), (iv) a Form 4 for Richard Thomas Allen (filed with the SEC on March 22, 2018) and (v) a Form 4 for Phil Pesta (filed with the SEC on March 22, 2018).
Fiscal Year 2017 Annual Report and SEC Filings
Our financial statements for our fiscal year ended December 31, 2017 are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our annual report are posted on the Financials & Filings portion of our website at investors.biocardia.com and are available from the SEC at its website at http://www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to BioCardia, Inc., Attention: Secretary, 125 Shoreway Road, Suite B, San Carlos, California 94070.
* * *
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
San Carlos, California
April 27, 2018
36
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