UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~February~~April 324, 2017

DNIB UNWIND, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36072

56-2596148

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

c/o Development Specialists, Inc.

333 South Grand Avenue, Suite 4070

Los Angeles, California 90071

(Address of principal executive offices) (Zip Code)

(213) 617-2717

(Registrant’s telephone number, include area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 8by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.01405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 ~~Other~~of ~~Events~~this chapter).

~~Quarterly~~Emerging ~~Summary Report~~growth company ☐

AsIf ~~previously~~an ~~disclosed,~~emerging ongrowth ~~May 1~~company, ~~2016,~~indicate ~~DNIB~~by ~~Unwind,~~check ~~Inc.~~mark ~~(f/k/a~~if ~~BIND Therapeutics, Inc.) (~~the ~~“Company”)~~ ~~and~~registrant ~~one~~has ofelected ~~its~~not ~~subsidiaries~~to ~~filed~~use ~~voluntary petitions in~~ the ~~United~~extended ~~States~~transition ~~Bankruptcy~~period ~~Court~~ for ~~the~~complying ~~District~~with ofany ~~Delaware~~new ~~(the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code.~~or Onrevised ~~September 26,~~financial ~~2016,~~accounting ~~the~~standards ~~Bankruptcy~~provided ~~Court~~pursuant ~~entered~~to anSection ~~order approving the plan of liquidation proposed by the Company and one of its subsidiaries~~ 13(~~as amended, the “Plan”~~a) ~~and the Liquidation Trust Agreement by and among the Company, its debtor subsidiary and Geoffrey L. Berman, solely in his capacity as trustee~~ of the ~~DNIB~~Exchange ~~Liquidation Trust (the “Liquidation Trust Agreement”)~~Act. ☐ ~~As previously disclosed, on October 11, 2016, the Plan went effective and all assets of the Company were transferred to the DNIB Liquidation Trust.~~

OnItem February 3, 2017, the Company filed its post-confirmation quarterly summary report for the period of October 1, 2016 through December 31, 2016 with the Bankruptcy Court (the “Summary Report”), which also included, as required by the Liquidation Trust Agreement, financial statements and receipts and disbursements of the DNIB Liquidation Trust for the fiscal year ended December 31, 20167.01. ~~The~~Regulation ~~Summary Report is attached to this Current Report on Form 8-K as Exhibit 99~~FD.1.

~~Cautionary~~On ~~Statements~~or ~~Regarding~~about February 6, 2017, the ~~Quarterly~~trustee ~~Summary~~(the ~~Report~~“Trustee”) of the DNIB Liquidating Trust (the “Trust”) sent a notice to the former shareholders (the “shareholders”) of DNIB Unwind, Inc. (the “Company”) requesting that the shareholders complete and return a Form W-8 or Form W-9 (the “Tax Forms”) as a condition to receiving future cash distributions under the Company’s plan of liquidation (the “Plan”). The Plan provides that, if a shareholder fails to complete and return the Tax Forms before 180 days after such a request is made by the Trustee, that shareholder forfeits any future distributions under the Plan.

~~The~~Because ~~Company~~the ~~cautions~~vast ~~holders~~majority of ~~beneficial~~the ~~interests~~shares inof the ~~DNIB~~Company’s ~~Liquidation~~stock ~~Trust~~were ~~not~~held toby ~~place~~brokers ~~undue~~or ~~reliance~~nominees ~~upon~~(in ~~the~~“street ~~information~~name”) ~~contained~~as inof August 30, 2016, the ~~Summary~~record ~~Report.~~date ~~The~~for ~~Summary~~making ~~Report~~distributions isunder ~~limited~~the inPlan ~~scope and~~(the ~~has~~“Distribution ~~been~~Record ~~prepared~~Date”), ~~solely~~the ~~for~~Trustee requested that the ~~purpose~~Depository ofTrust ~~complying~~Company ~~with~~(“DTC”) ~~requirements~~send ofa ~~the~~notice ~~Bankruptcy~~to ~~Court.~~all ~~The~~brokers ~~Summary~~and ~~Report~~nominees ~~was~~requesting that ~~not~~each ~~reviewed~~shareholder bycomplete ~~independent~~the ~~accountants,~~applicable isTax inForm and that each broker or nominee complete a ~~format~~certification ~~prescribed~~form by(the ~~applicable~~“Certification ~~bankruptcy~~Form”). ~~laws~~Once completed, the Tax Form and isthe ~~subject~~Certification Form were to ~~future~~be sent to the Trust’s ~~adjustment~~claims agent, Prime Clerk. The ~~financial~~Certification ~~information~~Form inrequires ~~the~~that ~~Summary~~each ~~Report~~broker ~~was~~or ~~not~~nominee ~~prepared~~provide incertain ~~accordance~~identifying ~~with~~information ~~accounting~~to ~~principles~~the ~~generally~~Trust ~~accepted~~regarding inthe broker or nominee and the ~~United~~beneficial ~~States~~holder, including (~~“GAAP”~~1) the ~~and,~~DTC ~~therefore~~participant name, number, ~~may~~contact ~~exclude~~name, ~~items~~authorized ~~required~~signature, bycontact ~~GAAP~~number, ~~such~~and asemail ~~certain reclassifications,~~address; ~~non-cash~~(2) the ~~items,~~beneficial ~~accruals,~~holder’s ~~valuations~~name and ~~disclosures~~account number; and (3) the number of shares of Company common stock (CUSIP 05548N 107) that were held by the broker or nominee for the indicated account as of the Distribution Record Date.

In the event that less than all shareholders complete the required Tax Forms (and thus less than all of the Company’s shareholders are entitled to future distributions under the Plan), DTC has confirmed to the Trustee that it will not agree to make any future distributions to the Company’s shareholders. As a result, any future distributions would have to be made by the Trust or its agent. Without the information in the Certification Form confirming the identity of each shareholder holding in street name and the number of shares of the Company’s stock that it held as of the Distribution Record Date, the Trust will not be able to make further distributions to those shareholders who do not return the applicable Tax Form and the Certification Form timely.

Therefore, in order to receive any additional distributions pursuant to the Plan, shareholders must, by August 7, 2017 (for shareholders that held the Company’s shares in street name as of the Distribution Record Date) and by August 8, 2017 (for shareholders that held the Company’s shares directly as of the Distribution Record Date):

•

Coordinate completion of a Certification Form with their broker or nominee (for street name holders only);

•

Complete a Form W-8 or Form W-9, as applicable; and

•

Send the completed Form W-8 or Form W-9 and, if applicable, the completed Certification Form, to Prime Clerk LLC, Attn: BIND Distribution Form Processing, 830 3^rd Avenue, 3^rd Floor, New York, NY 10022.

As provided in the Plan, if any shareholder does not timely complete and return the applicable Tax Form and, if applicable, the Certification Form, to Prime Clerk LLC at the above address, any further distributions payable to such shareholder will irrevocably revert to the Company (and its debtor subsidiary) (the “Debtors”) or the Trust, and any claim in respect of such distributions will be disallowed and forever barred from assertion against the Debtors or the Trust.

A status report filed with the Bankruptcy Court on April 18, 2017 relating to the foregoing is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

99.1 ~~Post-Confirmation~~Status ~~Quarterly~~Report ~~Summary~~Regarding ~~Report~~Distributions ~~for~~to ~~the~~Holders ~~Period~~Of ofDNIB ~~October~~Stock 1,Pursuant ~~2016~~to ~~through~~the ~~December~~Debtors’ ~~31,~~Plan ~~2016~~of Liquidation, filed ~~February~~April 318, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

DNIB UNWIND, INC.

Date: February 8, 2017

/s/ Geoffrey L. Berman

Date: April 24, 2017

/s/ Geoffrey L. Berman

Geoffrey L. Berman

Chief Restructuring Officer

Filing Compare · DNIB UNWIND, INC.