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FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
Ruyan, Jerry
(Last) (First) (Middle)
9468 Montgomery Road
(Street)
Cincinnati, OH 45242
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol Synbiotics Corporation
SBIO 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) |
4. Statement for (Month/Day/Year 03/26/2003
5. If Amendment, Date of Original (Month/Day/Year) |
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable) Director
X 10% Owner
Officer (give title below)
Other (specify below)
Description
7. Individual or Joint/Group
Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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. Owner-
ship Form: Direct (D) or Indirect (I) (Instr. 4) |
7. Nature of
Indirect Beneficial Ownership (Instr. 4) |
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Code
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V
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Amount
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A/D
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Price
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Common Stock
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03/26/2003
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J(1)
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694,045
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A
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$0.12846
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1,294,045
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D
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Common Stock
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03/26/2003
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J(2)
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476,555
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A
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$0.12846
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1,770,600
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I (2)
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(2)
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security
(Instr. 3) |
2. Conver-
sion or Exercise Price of Deri- vative 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(DE) and
Expiration Date(ED) (Month/Day/Year) |
7. Title and Amount of
Underlying Securities (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. Owner- ship Form of Deriv- ative Securities: Direct (D) or Indirect (I) (Instr.4) |
11. Nature of Indirect Beneficial Ownership (Instr.4) |
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Code
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V
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A
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D
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DE
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ED
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Title
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Amount or Number of Shares
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| Series C Convertible Preferred Stock |
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(3)
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(3)
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Common Stock
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21,796,668(3)
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$(3)
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21,796,668(3)
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I (3)
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(3) | |||||
Explanation of Responses:
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(1) Acquired pursuant to the election of Redwood West Coast, LLC in lieu of cash dividends on Synbiotics Corporation's Series C Preferred Stock held by Redwood West Coast, LLC, as permitted by the Certificate of Determination of the Series C Preferred Stock of Synbiotics Corporation. As rquired by its Operating Agreement, Redwood West Coast, LLC directed that the shares of Common Stock be issued directly to its members. Mr. Ruyan received 694,045 shares of Common Stock of Synbiotics Corporation in this distribution.
(2) Acquired pursuant to the election of Redwood West Coast, LLC in lieu of cash dividends on Synbiotics Corporation's Series C Preferred Stock held by Redwood West Coast, LLC, as permitted by the Certificate of Determination of the Series C Preferred Stock of Synbiotics Corporation. As rquired by its Operating Agreement, Redwood West Coast, LLC directed that the shares of Common Stock be issued directly to its members. Redwood Holdings, Inc. received 476,555 shares of Common Stock of Synbiotics Corporation in this distribution. Redwood Holdings, Inc. is the owner of record of the 476,555 shares of Common Stock of Synbiotics Corporation. Mr. Ruyan is a 49.9% beneficial owner under an ESOP which owns 100% of Redwood Holdings, Inc., which has sole voting and dispositive power with respect to the shares. Mr. Ruyan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct pecuniary interest in Redwood Holdings, Inc. (3) On October 31, 2002, Redwood West Coast, LLC exchanged 2,800 shares of Series B Convertible Preferred Stock of Synbiotics Corporation for 2,800 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Redwood West Coast, LLC is the beneficial owner of 2,800 shares of Series C Convertible Preferred Stock of Synbiotics Corporation. Mr. Ruyan is a 56.0427% owner of Redwood West Coast, LLC - owning 41.741% individually and 14.3017% through Redwood Holdings, Inc. (Mr. Ruyan is a 49.9% beneficial owner under and ESOP which owns 100% of Redwood Holdings, Inc.). In addition, Mr. Ruyan serves on the Management Committee of Redwood West Coast, LLC, which has sole voting and dispositive power with respect to the shares. The shares are convertible into shares of common stock at any time into such number of shares of common stock by dividing each share of Series C Convertible Preferred Stock, valued at $1,000, by the conversion price - initially set at $0.1286 (these conversion features are identical to that of the Series B Convertible Preferred Stock). Mr. Ruyan disclaims beneficial ownership of the shares reflected above, except to the extent of his direct and indirect pecuniary interest in Redwood West Coast, LLC. |
| By: | Date: |
| /s/ Jerry L. Ruyan, by Keith A. Butler his attorney-in-fact | 03/26/2003 |
| ** Signature of Reporting Person | SEC 1474 (9-02) |
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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |