Randy Milby Form 4 Hillstream BioPharma / RANDY MILBY 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^*

MILBY RANDY

(Last) (First) (Middle)

C/O HILLSTREAM BIOPHARMA, INC.

1200 ROUTE 22 EAST, SUITE 2000

(Street)

BRIDGEWATER NJ 08807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hillstream BioPharma Inc. [ HILS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2022

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
Common Stock	01/14/2022		C		8,101	A	$3.2	2,425,825	D
Common Stock	01/14/2022		C		11,325	A	$3.2	2,437,150	D
Common Stock	01/14/2022		C		3,231	A	$3.2	2,440,381	D
Common Stock	01/14/2022		C		11,545	A	$3.2	2,451,926	D
Common Stock	01/14/2022		C		29,026	A	$3.2	2,480,952	D
Common Stock	01/14/2022		C		28,366	A	$3.2	2,509,318	D
Common Stock	01/14/2022		C		19,296	A	$3.2	2,528,614	D
Common Stock	01/14/2022		C		9,639	A	$3.2	2,538,253	D
Common Stock	01/14/2022		C		22,420	A	$3.2	2,560,673	D
Common Stock	01/14/2022		C		35,175	A	$3.2	2,595,848	D
Common Stock	01/14/2022		C		26,325	A	$3.2	2,622,173	D
Common Stock	01/14/2022		C		9,572	A	$3.2	2,631,745	D
Common Stock	01/14/2022		C		31,204	A	$3.2	2,662,949	D
Common Stock	01/14/2022		C		31,064	A	$3.2	2,694,013	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	$3.2	01/14/2022		C			$25,000	(1)	(1)	Common stock	8,101	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$35,000	(2)	(2)	Common stock	11,325	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$10,000	(3)	(3)	Common stock	3,231	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$35,750	(4)	(4)	Common stock	11,545	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$90,000	(5)	(5)	Common stock	29,026	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$88,000	(6)	(6)	Common stock	28,366	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$59,990	(7)	(7)	Common stock	19,296	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$30,000	(8)	(8)	Common stock	9,639	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$70,000	(9)	(9)	Common stock	22,420	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$110,000	(10)	(10)	Common stock	35,175	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$82,500	(11)	(11)	Common stock	26,325	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$30,250	(12)	(12)	Common stock	9,572	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$99,000	(13)	(13)	Common stock	31,204	$0	0	D
Convertible Note	$3.2	01/14/2022		C			$99,000	(14)	(14)	Common stock	31,064	$0	0	D
Options (right to purchase)	$4	01/14/2022		A		757,575		(15)	01/14/2032	Common stock	757,575	$0	757,575	D

Explanation of Responses:

1. On April 19, 2021, the Registrant issued the Reporting Person a $25,000 note which matures on the earlier of (i) April 19, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

2. On April 30, 2021, the Registrant issued the Reporting Person a $35,000 note which matures on the earlier of (i) April 30, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

3. On May 10, 2021, the Registrant issued the Reporting Person a $10,000 note which matures on the earlier of (i) May 10, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon shall converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

4. On May 15, 2021, the Registrant issued the Reporting Person a $35,750 note which matures on the earlier of (i) May 15, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

5. On May 25, 2021, the Registrant issued the Reporting Person a $90,000 note which matures on the earlier of (i) May 25, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

6. On May 29, 2021, the Registrant issued the Reporting Person an $88,000 note which matures on the earlier of (i) May 29, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

7. On June 14, 2021, the Registrant issued the Reporting Person a $59,990 note which matures on the earlier of (i) June 14, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

8. On June 22, 2021, the Registrant issued the Reporting Person a $30,000 note which matures on the earlier of (i) June 22, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

9. On July 16, 2021, the Registrant issued the Reporting Person a $70,000 note which matures on the earlier of (i) July 17, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

10. On July 28, 2021, the Registrant issued the Reporting Person a $110,000 note which matures on the earlier of (i) July 28, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

11. On August 13, 2021, the Registrant issued the Reporting Person an $82,500 note which matures on the earlier of (i) August 13, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

12. On October 14, 2021, the Registrant issued the Reporting Person a $30,250 note which matures on the earlier of (i) October 14, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

13. On November 12, 2021, the Registrant issued the Reporting Person a $99,000 note which matures on the earlier of (i) November 12, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

14. On December 15, 2021, the Registrant issued the Reporting Person a $99,000 note which matures on the earlier of (i) December 15, 2024 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

15. The Registrant issued the Reporting Person options on January 14, 2022. The options vest over a 48 month period commencing 12 months after the date of grant.

Remarks:

This is the third of the Form 4s.

	/s/ Randy Milby	01/20/2022
	** Signature of Reporting Person	Date
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