Andrews Ronald Asbury Form 4 Precipio / RONALD ASBURY ANDREWS 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^*

ANDREWS RONALD ASBURY

(Last) (First) (Middle)

C/O PRECIPIO, INC.

4 SCIENCE PARK

(Street)

NEW HAVEN CT 06511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Precipio, Inc. [ PRPO ]

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)
08/31/2024

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
Stock Option (Right to Buy)	$52	08/31/2024		D(1)			103	(2)	03/02/2031	Common Stock	103	$0.00(1)	0	D
Stock Option (Right to Buy)	$6.56(3)	08/31/2024		A(1)		103		(2)	03/01/2031	Common Stock	103	$0.00(1)	103	D
Stock Option (Right to Buy)	$52	08/31/2024		D(1)			258	(2)	03/02/2031	Common Stock	258	$0.00(1)	0	D
Stock Option (Right to Buy)	$6.56(3)	08/31/2024		A(1)		258		(2)	03/01/2031	Common Stock	258	$0.00(1)	258	D
Stock Option (Right to Buy)	$64.4	08/31/2024		D(1)			1,250	(2)	03/08/2031	Common Stock	1,250	$0.00(1)	0	D
Stock Option (Right to Buy)	$6.56(3)	08/31/2024		A(1)		1,250		(2)	03/08/2031	Common Stock	1,250	$0.00(1)	1,250	D
Stock Option (Right to Buy)	$30.8	08/31/2024		D(1)			2,000	(2)	01/11/2032	Common Stock	2,000	$0.00(1)	0	D
Stock Option (Right to Buy)	$6.56(3)	08/31/2024		A(1)		2,000		(2)	01/11/2032	Common Stock	2,000	$0.00(1)	2,000	D

Explanation of Responses:

1. On August 30, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 31, 2024 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

2. This stock option award was issued pursuant to the Company's Amended and Restated 2017 Stock Option and Incentive Plan, as amended, (the "2017 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

3. The exercise price of the option is $6.56 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's service with the Issuer is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised.

	/s/ Andrews Ron A	09/06/2024
	** Signature of Reporting Person	Date
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