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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Modular Medical, Inc. [ MODD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/24/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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. 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, par value $0.001 per share(1) | 07/24/2017 | J(2) | 2,900,000 | D | $0.13 | 0 | D | |||
| Common Stock, par value $0.001 per share(1) | 07/24/2017 | P(3) | 5,664,690(4) | A | $0.66 | 5,664,690 | D(5) | |||
| 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. 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is being filed by Manchester Explorer, L.P. ("Explorer"), Manchester Management Company, LLC (""MMC""), James E. Besser and Morgan C. Frank as 10% Owners, and by Messrs. Frank and Besser as Director. On July 24, 2017 Mr. Besser resigned as a Director of Modular Medical, Inc. |
| 2. On July 24, 2017, Modular Medical, Inc. (the "Company") entered into a Reorganization and Share Exchange Agreement with Messrs. Frank and Besser, Quasuras Inc. ("Quasuras") and Paul DiPerna (the "Acquisition Agreement"), pursuant to which, among other items, the Company acquired Quasuras and Messrs Frank and Besser exchanged their shares of Quasuras for shares of the Company and as a result received in the aggregate 361,660 shares (180,830 each) of the Company's common stock (the "Acquisition"). Additionally, simultaneously and as a condition to the Acquisition and the Private Placement (as defined below), Explorer cancelled all 2,900,000 shares of common stock owned by Explorer prior to the Acquisition. |
| 3. Simultaneously with the Acquisition, Explorer and Jeb Partners, LP, an affiliate of the reporting persons ("JEBP") purchased in a private placement by the Company (the "Private Placement") 4,545,455 shares and 757,576 shares of the Company's common stock, respectively. A $375,000 portion of the purchase price of the shares acquired by Explorer in the Private Placement was paid by crediting Explorer $375,000 against such purchase price paid by Explorer for the 2,900,000 shares cancelled by Explorer. |
| 4. The reported 5,664,690 shares consists of (i) 4,545,455 shares purchased by Explorer in the Private Placement, (ii) 757,576 shares owned by JEBP acquired in the Private Placement, (iii) 180,830 shares owned and acquired by Mr. Frank in the Acquisition, and (iv) 180,830 shares owned and acquired by Mr. Besser in the Acquisition. As a result of the above, MMC and Explorer may be deemed to beneficially own 5,664,690 shares, and each of Messrs. Besser and Frank may be deemed to beneficially own 5,483,860 shares. Each of such persons, however, disclaims beneficial ownership of all shares other than those shares directly owned by it. |
| 5. . MMC, provides investment management services to Explorer and JEBP. The reported securities may be deemed indirectly beneficially owned by MMC as a result of it being the general partner of Explorer and JEBP. The reported securities may also be deemed to be indirectly beneficially owned by James E. Besser, as a Managing Member of MMC and by Morgan C. Frank, who serves as a portfolio manager and a consultant of MMC. Each of the Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein. |
| Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member | 08/01/2017 | |
| Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner | 08/01/2017 | |
| James E. Besser By: /s/ James E. Besser | 08/01/2017 | |
| Morgan C. Frank By: /s/ Morgan C. Frank | 08/01/2017 | |
| ** 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. | ||