Nuo Therapeutics (AURX) Form 5 Nuo Therapeutics / Scott M. Pittman ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Pittman Scott M.

(Last) (First) (Middle)

C/O NUO THERAPEUTICS, INC.

8285 EL RIO, SUITE190

(Street)

HOUSTON TX 77054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuo Therapeutics, Inc. [ AURX ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	10/05/2020		A4(1)	300,000(2)	A	$0.4	3,235,800	D
Common Stock	10/05/2020		A4(1)	82,545(3)	A	$0.4	3,318,345	D
Common Stock	10/05/2020		A4(1)	25,000(4)	A	$0.4	3,343,345	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock	$0.4	10/05/2020		4A(1)	322,635(5)		10/05/2020	10/05/2025	Common Stock	322,635	$0(6)	322,635	D
Warrants to purchase Common Stock	$0.4	10/05/2020		4D(1)		45,000(7)	(8)	(8)	Common Stock	45,000	$0(6)	0	D
Warrants to purchase Common Stock	$0.4	10/05/2020		4A(1)	900,000(9)		10/05/2020	10/05/2025	Common Stock	900,000	$0	900,000	D

Explanation of Responses:

1. Transaction approved by Board of Directors of Issuer and Non-Employee Directors

2. Compensation shares acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

3. Conversion shares acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

4. Purchase shares acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

5. Acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

6. The reported transactions involved a recapitalization resulting in the deemed cancellation of the "old" warrants and the deemed grant of "replacement" warrants.

7. Cancelled in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

8. Originally exercisable on 11/15/19 and 12/06/19, with expirations of 11/15/24 and 12/06/24, respectively, for 15,000 shares and 30,000 shares

9. Compensation warrants acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

	/s/ David E. Jorden, attorney-in-fact	04/26/2022
	** 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).
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