| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/30/2016 |
3. Issuer Name and Ticker or Trading Symbol
AquaBounty Technologies, Inc. [ AQB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock , par value $0.001 per share | 22,130,040 | I | Through CFR International SpA and Western Pharmaceuticals SA. |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| Remarks: |
| A total of 21,818,118 shares of Common Stock of AquaBounty Technologies, Inc. ("AquaBounty") described in this report are held directly by CFR International SpA ("CFR International"). CFR International is an indirect, wholly-owned subsidiary of Abbott Laboratories ("Abbott"). In Abbott's capacity as the ultimate corporate parent of CFR International, Abbott may be deemed to indirectly beneficially own such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. Western Pharmaceuticals SA, an indirect, wholly-owned subsidiary of Abbott ("Western Pharmaceuticals"), holds an additional 311,922 shares of Common Stock of AquaBounty. Western Pharmaceuticals is subject to liquidation proceedings and voting and dispositive control over such shares is exercised by a liquidator appointed pursuant to Ecuadoran law. For purposes of this report, such shares have been included in the shares of Common Stock reported as indirectly owned by Abbott. Exhibit List - Exhibit 24.1 - Powers of Attorney. |
| Brian B. Yoor, By John A. Berry, Attorney-in-Fact. | 12/30/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
EXHIBIT 24.1
POWER OF ATTORNEY
ABBOTT LABORATORIES
Know all men by these presents that Abbott Laboratories does hereby make, constitute and appoint John A. Berry and Jessica H. Paik, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver in connection with the shares of AquaBounty Technologies, Inc. (the “Company”) held by Abbott Laboratories or its subsidiaries such (a) forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5, and in connection with any applications for EDGAR access codes, including Form ID, and (b) such other agreements and instruments as they may be deemed necessary, desirable or convenient with respect to the shares of the Company held by Abbott Laboratories and its subsidiaries.
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By: |
/s/ Brian B. Yoor |
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Name: |
Brian B. Yoor |
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Title: |
Senior Vice President, Finance and |
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Chief Financial Officer |
Date: December 21, 2016
POWER OF ATTORNEY
CFR INTERNATIONAL SPA
Know all men by these presents that CFR International SpA does hereby make, constitute and appoint John A. Berry and Jessica H. Paik, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a manager or member of any limited liability company, as a partner of any partnership, as an officer of any corporate or other entity, or in the undersigned’s capacity in a position similar to the foregoing at any entity, in each case, for which the undersigned is otherwise authorized to sign), to execute and deliver in connection with the shares of AquaBounty Technologies, Inc. (the “Company”) held by CFR International SpA such (a) forms, schedules, statements and other documents as may be required to be filed from time to time with the Securities and Exchange Commission with respect to Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5, and in connection with any applications for EDGAR access codes, including Form ID, and (b) such other agreements and instruments as they may be deemed necessary, desirable or convenient with respect to the shares of the Company held by CFR International SpA.
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By: |
/s/ Brian B. Yoor |
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Name: |
Brian B. Yoor |
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Title: |
Authorized Signatory |
Date: December 21, 2016