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Form 3 FEMALE HEALTH CO For: Oct 31 Filed by: MAKHOUL GEORGES

November 7, 2016 5:03 PM EST
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 *
MAKHOUL GEORGES

(Last) (First) (Middle)
150 NORTH MICHIGAN AVENUE, SUITE 1580

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2016
3. Issuer Name and Ticker or Trading Symbol
FEMALE HEALTH CO [ FHCO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 94,228
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Class A Preferred Stock - Series 4   (1)   (2) Common Stock 1,030,400 (1) D  
Explanation of Responses:
1. Each share of Class A Preferred Stock - Series 4 will automatically convert into 40 shares of Common Stock of the Issuer upon receipt by the Issuer of approval by the affirmative vote of the holders of the Issuer's capital stock by the required vote under the Wisconsin Business Corporation Law and the NASDAQ listing rules, as applicable, of (i) an amendment to the Issuer's Amended and Restated Articles of Incorporation to increase the total number of authorized shares of Common Stock by a sufficient amount to permit such conversion and (ii) the conversion of the Class A Preferred Stock - Series 4 pursuant to applicable NASDAQ rules.
2. The Class A Preferred Stock - Series 4 has no expiration date.
Remarks:
Exhibit List

Exhibit 24 - Power of Attorney
/s/ Georges Makhoul 11/05/2016
** 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 4 (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.
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Mitchell Steiner, Daniel Haines and Kevin Gilbert, his true and lawful
attorneys-in-fact to:

                (1) execute for and on behalf of the undersigned, in the
        undersigned's capacity as a director of The Female Health Company (the
        "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
        the rules and regulations promulgated thereunder;

                (2) do and perform any and all acts for and on behalf of the
        undersigned which may be necessary or desirable to complete and execute
        any such Form 3, 4 or 5, complete and execute any amendment or
        amendments thereto, and timely file such form with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority; and

                (3) take any other action of any type whatsoever in connection
        with the foregoing which, in the opinion of such attorneys-in-fact, may
        be of benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by either
        such attorney-in-fact on behalf of the undersigned pursuant to this
        Power of Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        Additionally, the undersigned hereby grants to such attorneys-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that either such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in the form of an executed document
delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this fifth day of November, 2016.

                                        Signature,

                                        /s/ Georges Makhoul
                                        --------------------------------------
                                        Georges Makhoul


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