Interpace Biosciences (IDXG) Form 3 Initial statement of insider ownership

SEC Form 3

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^*

1315 Capital II, L.P.

(Last) (First) (Middle)

C/O INTERPACE BIOSCIENCES, INC.

300 INTERPACE PARKWAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2020

3. Issuer Name and Ticker or Trading Symbol
INTERPACE BIOSCIENCES, INC. [ IDXG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

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
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	3,166,666	6	D(2)

Explanation of Responses:

1. The Series B Convertible Preferred Stock, par value $0.01 per share, of the Issuer (the "Series B") is convertible from time to time, at the option of the holder thereof, into a number of shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock"), equal to the initial stated value per Series B share of $1,000 (subject to adjustment) divided by an initial conversion price of $6.00 per share (subject to adjustment) and then multiplied by the number of shares of Series B to be converted. The Series B has no expiration date.

2. These securities are held of record by the Reporting Person. 1315 Capital Management II, LLC ("1315 Capital Management") is the general partner of the Reporting Person. By virtue of such relationship, 1315 Capital Management may be deemed to have voting and investment power with respect to the securities held by the Reporting Person noted above and as a result may be deemed to have beneficial ownership over such securities. Each of the Reporting Person and 1315 Capital Management disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	By 1315 Capital Management II, LLC, its sole general partner, By: Adele C. Oliva, Managing Member /s/ Adele C. Oliva	01/23/2020
	** 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 5 (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).
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