Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Guiheen Lawrence P. (Last) (First) (Middle) C/O ADMA BIOLOGICS, INC. 465 STATE ROUTE 17 (Street) RAMSEY NJ 07446 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ADMA BIOLOGICS, INC. [ ADMA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/09/2024
	4. 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 Acquired, Disposed of, or Beneficially Owned
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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/09/2024		M		9,000	A	$10.8	162,941	D
Common Stock	09/09/2024		S		9,000	D	$18.4654(1)	153,941(2)	D
Common Stock								1,000	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative 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 and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock	$10.8	09/09/2024		M			9,000(5)	(4)	01/30/2025	Common Stock	9,000	$10.8	0	D

Explanation of Responses:

1. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $18.465 to $18.47. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

2. Includes, as of the transaction date, (i) 12,020 restricted stock units granted on February 26, 2024, which will vest fully on February 26, 2025, subject to the Reporting Person's continued service as of such vesting date; and (ii) 141,921 shares of common stock owned by the Reporting Person.

3. These shares are owned by the Guiheen Trust, of which the Reporting Person serves as a joint trustee.

4. These options were granted on January 30, 2015 and vested in twenty-four equal monthly installments, becoming fully vested on January 30, 2017.

5. The Reporting Person is exercising these options due, in part, to their near-term expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lawrence P. Guiheen, by Adam S. Grossman as Attorney-in-fact	09/11/2024
	** 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.

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Exhibit 24

LIMITED POWER OF ATTORNEY

FOR SECTION 16(a) REPORTING

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive Officer, and Michael A. Goldstein, Senior Director, General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:

 

1.          prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and

 

2.          seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.          this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.          any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;

 

3.          neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.          this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.

 

	Signature:	/s/ Lawrence P. Guiheen
	Print Name:	Lawrence P. Guiheen

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Exhibit 24

LIMITED POWER OF ATTORNEY

FOR SECTION 16(a) REPORTING

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Adam S. Grossman, President and Chief Executive Officer, and Michael A. Goldstein, Senior Director, General Counsel, of ADMA Biologics, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:

 

1.          prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and

 

2.          seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.          this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.          any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;

 

3.          neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.          this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of March 28, 2024.

 

	Signature:	/s/ Lawrence P. Guiheen
	Print Name:	Lawrence P. Guiheen

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