UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 


 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

Rockwell Medical, Inc.

(Name of Issuer)

 

Common Shares, no par value per share

(Title of Class of Securities)

 

774374102

(CUSIP Number)

 

Robert L. Chioini

30142 Wixom Road

Wixom, Michigan 48393

(248) 960-9009

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 1, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 



 

CUSIP No.  774374102

13D

 

 

 

1.

Name of Reporting Person:
Robert L. Chioini

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only:

 

 

4.

Source of Funds:
PF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):     o

 

 

6.

Citizenship or Place of Organization:
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power:
4,013,333

 

8.

Shared Voting Power:
None

 

9.

Sole Dispositive Power:
4,013,333

 

10.

Shared Dispositive Power:
None

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,013,333

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):   o

 

 

13.

Percent of Class Represented by Amount in Row (11):
8.8%

 

 

14.

Type of Reporting Person (See Instructions):
IN

 

2



 

CUSIP No.   774374102

13D

 

 

This Amendment No. 9 amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on February 14, 2003 with respect to the common stock, no par value (the “Common Shares”), of Rockwell Medical, Inc. (“Rockwell”), as amended (the “Schedule 13D”).  The Schedule 13D is further amended as set forth below.  Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended by adding the following information:

 

(a) As of the date hereof, the Reporting Person beneficially owned 4,013,333 Common Shares (including 2,185,000 Common Shares issuable upon exercise of stock options held by the Reporting Person that are exercisable currently or within 60 days), constituting approximately 8.8% of the Common Shares outstanding, based on 43,483,741 Common Shares outstanding as of October 13, 2014.

 

The Reporting Person holds the following options to purchase Common Shares as of the date hereof:

 

Grant
Date 

 

# of
Shares

 

Exercise
Price

 

# Vested
Currently or
Within 60
Days

 

Vesting Schedule*

 

Expiration
Date

 

 

 

 

 

 

 

 

 

 

 

 

 

12/22/04

 

335,000

 

$

2.79

 

335,000

 

Fully Vested

 

12/22/2014

 

12/15/05

 

375,000

 

$

4.55

 

375,000

 

Fully Vested

 

12/15/2015

 

12/17/07

 

250,000

 

$

6.50

 

250,000

 

Fully Vested

 

12/17/2017

 

4/3/08

 

75,000

 

$

6.50

 

75,000

 

Fully Vested

 

4/3/2018

 

11/19/08

 

175,000

 

$

3.09

 

175,000

 

Fully Vested

 

11/19/2018

 

6/18/09

 

225,000

 

$

6.74

 

225,000

 

Fully Vested

 

6/18/2019

 

1/15/10

 

150,000

 

$

7.13

 

150,000

 

Fully Vested

 

1/15/2020

 

8/13/10

 

100,000

 

$

5.8618

 

100,000

 

Fully Vested

 

8/13/2020

 

1/11/11

 

250,000

 

$

8.47

 

250,000

 

Fully Vested

 

1/11/2021

 

1/05/12

 

225,000

 

$

10.04

 

150,000

 

One-third per year starting 1/05/13

 

1/05/2022

 

6/04/12

 

25,000

 

$

8.73

 

16,667

 

One-third per year starting 6/04/13

 

6/04/2022

 

1/31/13

 

250,000

 

$

6.12

 

83,333

 

One-third per year starting 1/31/14

 

1/31/2023

 

1/13/14

 

250,000

 

$

10.10

 

0

 

One-third per year starting 1/13/15

 

1/13/2024

 

10/1/14

 

250,000

 

$

8.88

 

0

 

One-third per year starting 10/1/15

 

10/1/2024

 

10/1/14

 

250,000

 

$

8.88

 

0

 

One-third per year starting 10/1/15

 

10/1/2024

 

 


*Option vesting accelerates upon death, disability or a change in control of Rockwell.

 

The Reporting Person currently holds 300,000 Common Shares that are part of unvested restricted stock grants that will vest as follows:

 

Grant Date 

 

# of Shares

 

Vesting Date*

 

1/13/2014

 

100,000

 

3/1/15

 

10/1/2014

 

200,000

 

5/1/15

 

 


*Vesting accelerates upon death, disability or a change in control of Rockwell.

 

3



 

CUSIP No.   774374102

13D

 

 

(c) Other than the option and restricted stock grants described above, the Reporting Person has had the following transactions in the Common Shares since the filing of Amendment No. 8 to the Schedule 13D:

 

Date 

 

# of Shares

 

Price

 

Transaction

 

 

 

 

 

 

 

 

 

9/12/2013

 

25,000

 

$

3.06

 

Exercise stock option

 

1/6/2014

 

105,000

 

$

4.05

 

Exercise stock option

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is hereby amended and restated in its entirety as follows:

 

The material terms of the options and restricted stock grants are set forth in Item 5 above.  A total of 1,423,333 of the shares beneficially owned by the Reporting Person are held in a margin account with Morgan Stanley subject to a standard margin loan arrangement entered into on October 9, 2013

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended by adding the following information:

 

99.12                 Form of Restricted Stock Award Agreement June 2013 (executive version), filed as an exhibit to Rockwell’s Quarterly Report on Form 10-Q for the period ended March 31, 2014.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: October 14, 2014

/s/ Robert L. Chioini

 

Robert L. Chioini

 

4