Stoll Roger G PHD Form 4 DELCATH SYSTEMS / ROGER G PHD STOLL ownership change

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^*

STOLL ROGER G PHD

(Last) (First) (Middle)

C/O DELCATH SYSTEMS, INC.,

1633 BROADWAY, SUITE 22C

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DELCATH SYSTEMS, INC. [ DCTH ]

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)
07/25/2019

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

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
Series E Convertible Preferred Stock	$0.06(1)	07/25/2019		P(2)		93		(1)	(4)	Common Stock	1,550,000(3)	$1,000(2)	93	D
Common Stock Warrant (Right to Buy)	$0.06(3)	07/25/2019		P(2)		1,550,000		(3)	(3)	Common Stock	1,550,000	(3)	1,550,000	D

Explanation of Responses:

1. Each share of the Series E Convertible Preferred Stock, par value of $0.01 per share, has a stated value of $1,000 (the "Stated Value") and is convertible at any time at the option of the holder into the number of shares of Delcath common stock determined by dividing the Stated Value by the conversion price of $0.06, subject to certain limitations and adjustments contemplated within the Certificate of Designation.

2. The reporting person purchased the securities in exchange for forgiveness of the compensation owed to him for the period ending December 31, 2018. The purchase was made in a private (PIPE) transaction with the issuer in which the issuer sold Series E Convertible Preferred Stock and warrants. The transactions contemplated by the PIPE transaction were reported on a current report on Form 8-K filed with the SEC by the issuer on each of July 11, 2019 and July 22, 2019.

3. The warrant was included together with the purchase of Series E Convertible Preferred Stock purchased by the reporting person for $1,000 per share. The purchase of shares of Series E Convertible Preferred Stock was accompanied by a right to purchase 16,666.67 shares of common stock for an aggregate of 1,550,000 shares of common stock. The exercise price of each share under the warrant is $0.06, subject to adjustment in accordance with the terms of the warrant and is exercisable at any time from the date that the issuer effects a reverse stock split through 5:00 p.m. (NYC time) on the fifth anniversary of the date of the reverse stock split.

4. The Series E Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Barbra Keck, attorney-in-fact	07/26/2019
	** 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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