Broadwood Partners Form 4 COMARCO / NEAL C BRADSHER 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^*

BROADWOOD PARTNERS, L.P.

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COMARCO INC [ CMRO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 A Contingent Convertible Preferred Stock	(1)(2)	09/11/2017		P		5,000,000		(1)(2)	(1)(2)	Common Shares	5,000,000	(1)(2)	5,000,000	D(4)
Series A Contingent Convertible Preferred Stock	(1)(2)	09/11/2017		P		0		(1)(2)	(1)(2)	Common Shares	0	(1)(2)	5,000,000	I	See Footnote(5)
Rights to be Issued Warrants	$0.05	09/11/2017		J(1)(2)		18,026,500		(1)(2)	(1)(2)	Common Shares	18,026,500	(1)(2)	18,026,500	D(4)
Rights to be Issued Warrants	$0.05	09/11/2017		J(1)(2)		0		(1)(2)	(1)(2)	Common Shares	0	(1)(2)	18,026,500	I	See Footnote(5)
Warrants	$0.16							(3)	07/27/2020	Common Shares	2,350,000		2,350,000	D(4)
Warrants	$0.16							(3)	07/27/2020	Common Shares	0		2,350,000	I	See Footnote(5)

1. Name and Address of Reporting Person^*

BROADWOOD PARTNERS, L.P.

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BROADWOOD CAPITAL INC

(Last) (First) (Middle)

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRADSHER NEAL C

(Last) (First) (Middle)

C/O BROADWOOD CAPITAL INC.

724 FIFTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On September 11, 2017, the Issuer and Broadwood Partners, L.P. ("BPLP") entered into a Subscription Agreement for Series A Convertible Preferred Stock (the "Subscription Agreement") pursuant to which BPLP purchased 5,000,000 shares of the Issuer's Series A Convertible Preferred Stock, no par value per share (the "Series A Preferred Stock"), at a purchase price of $0.10 per share. The Subscription Agreement provides that, immediately upon the occurrence of any "Triggering Event" (as such term is defined in the Issuer's Amended and Restated Certificate of Determination of Preferences of Series A Contingent Convertible Preferred Stock, which was filed on Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission (the "SEC") by the Issuer on September 13, 2017), each share of Series A Preferred Stock held by BPLP will automatically convert into one share of the Issuer's common stock (subject to adjustment for stock splits and similar transactions).

2. (Continued from Footnote 1) The Subscription Agreement also provides that, upon the earlier of (i) a Triggering Event, or (ii) immediately prior to the liquidation, dissolution or winding up of the Issuer, the Issuer will issue to BPLP warrants to purchase 18,026,500 common shares of the Issuer. If issued, the warrants will have a term of eight years from the date of issuance and an exercise price of $0.05 per share of the Issuer's common stock. Further, if any of the shares of Series A Preferred Stock remain outstanding three years from the date of issuance, then on the date of that third anniversary, the Issuer will repurchase those outstanding shares of Series A Preferred Stock at $0.10 per share. The foregoing description is not, and does not purport to be, complete, and is qualified in its entirety by reference to the full text of the Form 8-K and exhibits attached thereto filed with the SEC by the Issuer on September 13, 2017.

3. These warrants are currently exercisable.

4. These securities are owned by Broadwood Partners, L.P., which is a Reporting Person.

5. The reported securities are directly owned by Broadwood Partners, L.P. and may be deemed beneficially owned by Broadwood Capital, Inc. as General Partner of Broadwood Partners, L.P. and Neal C. Bradsher as President of Broadwood Capital, Inc. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Broadwood Partners, L.P., By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	09/13/2017
	By: Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	09/13/2017
	/s/ Neal C. Bradsher	09/13/2017
	** Signature of Reporting Person	Date
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