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 PRESSURE BIOSCIENCES INC [ PBIO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/11/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| SERIES AA CONVERTIBLE PREFERRED STOCK | $2.5 | 06/11/2018 | J | 4.4 | 06/11/2018 | 06/11/2019 | COMMON STOCK | 4,400 | $2,500 | 4.4 | D | ||||
| COMMON STOCK WARRANT | $3.5 | 06/11/2018 | J | 4,400 | 06/11/2018 | 06/11/2023 | COMMON STOCK | 4,400 | (1) | 4,400 | D | ||||
| COMMON STOCK WARRANT | $3.5 | 06/11/2018 | J | 596 | 03/31/2016(1) | 03/31/2021 | COMMON STOCK | 596 | (1) | 596 | D | ||||
| Explanation of Responses: |
| 1. On June 11, 2018, Pressure BioSciences, Inc. (the "Issuer") entered into a letter agreement with Mr. Mangiardi (the "Reporting Person"). The Reporting Person previously held a convertible debenture with a face value of $11,000 (the "Debenture") and warrants to purchase common stock (the "Debenture Warrants"). Pursuant to the letter agreement, the Reporting Person agreed to convert the principal due to him pursuant to the Debenture into shares of Series AA Convertible Preferred Stock with a conversion price of $2.50 per share. The Reporting Person was also: (a) issued amended Debenture Warrants (originally issued on March 31, 2016) such that the exercise price is now $3.50 per share; and (b) issued a new warrant with an exercise price of $3.50 per share to purchase such number of shares of common stock as equal 100% of the number of shares of common stock issuable upon conversion of the Series AA Convertible Preferred Stock shares received as a result of the Debenture conversion. |
| /s/ Vito J. Mangiardi | 06/13/2018 | |
| ** 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. | ||