Manchester Explorer Form 4 SANUWAVE Health / JAMES E BESSER 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^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Future Advance Convertible Promissory Note	$0.04							08/05/2022	⁽¹⁾	Common Stock, par value $0.001	62,500,000		62,500,000	I	See footnote⁽²⁾
Future Advance Convertible Promissory Note	$0.04							08/05/2022	⁽¹⁾	Common Stock, par value $0.001	6,250,000		6,250,000	D⁽³⁾
Common Stock Purchase Warrant	⁽⁴⁾							08/05/2022⁽⁵⁾	08/05/2027	Common Stock, par value $0.001	125,000,000		125,000,000	I	See footnote⁽²⁾
Common Stock Purchase Warrant	⁽⁴⁾							08/05/2022⁽⁵⁾	08/05/2027	Common Stock, par value $0.001	125,000,000		125,000,000	D⁽³⁾
Future Advance Convertible Promissory Note	$0.04							11/15/2022⁽⁷⁾	⁽⁸⁾	Common Stock, par value $0.001	⁽⁶⁾		$400,000⁽⁶⁾	I	See footnote⁽⁹⁾
Common Stock Purchase Warrant	⁽¹⁰⁾							11/15/2022⁽¹¹⁾	11/15/2027	Common Stock, par value $0.001	20,000,000		20,000,000	I	See footnote⁽⁹⁾⁽¹²⁾
Future Advance Convertible Promissory Note	$0.04							05/10/2023⁽¹⁴⁾	⁽¹⁵⁾	Common Stock, par value $0.001	⁽¹³⁾		$300,000⁽¹³⁾	I	See footnote⁽²⁾
Common Stock Purchase Warrant	$0.067							05/10/2023⁽¹⁶⁾	05/10/2028	Common Stock, par value $0.001	7,500,000		7,500,000⁽¹⁸⁾	I	See footnote⁽²⁾⁽¹⁷⁾
Common Stock Purchase Warrant	$0.04							05/10/2023⁽¹⁶⁾	05/10/2028	Common Stock, par value $0.001	7,500,000		7,500,000⁽¹⁸⁾	I	See footnote⁽²⁾⁽¹⁷⁾
Future Advance Convertible Promissory Note	⁽¹⁹⁾	07/24/2023		J		$749,962.5		⁽¹⁹⁾	⁽¹⁹⁾	Common Stock, par value $0.001	18,749,062⁽²⁰⁾	⁽¹⁹⁾	18,749,062	I	See footnote⁽²⁾
Future Advance Convertible Promissory Note	⁽¹⁹⁾	07/24/2023		J		$112,494.38		⁽¹⁹⁾	⁽¹⁹⁾	Common Stock, par value $0.001	2,812,359⁽²¹⁾	⁽¹⁹⁾	2,812,359	I	See footnote⁽²⁾
Common Stock Purchase Warrant	⁽²²⁾	07/24/2023		J		12,500,000⁽²³⁾		⁽²²⁾	⁽²²⁾	Common Stock, par value $0.001	12,500,000	⁽²²⁾	12,500,000	I	See footnote⁽²⁾
Common Stock Purchase Warrant	⁽²²⁾	07/24/2023		J		1,875,000⁽²⁴⁾		⁽²²⁾	⁽²²⁾	Common Stock, par value $0.001	1,875,000	⁽²²⁾	1,875,000	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Explanation of Responses:

1. After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference.

2. The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.

4. Per the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022 ("Exhibit 4.2"), it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04.

5. The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.2.

6. Per the Future Advance Convertible Promissory Note included as Exhibit 4.3 of the Issuer's S-1/A filed on December 22, 2022 (Exhibit 4.3"), the Reporting Persons are entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $0.04. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference.

7. The exercise of the Future Advance Convertible Promissory Note is subject to the limitations and conditions on exercise set forth in Exhibit 4.3, including the limitation that such notes are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference.

8. After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference.

9. The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

10. Per the Common Stock Purchase Warrant included as Exhibit 4.4 of the Issuer's S-1/A filed on December 22, 2022 ("Exhibit 4.4"), it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04.

11. The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference.

12. The warrant may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference.

13. The Reporting Persons are entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $0.04. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's S-1 filed on June 30, 2023, which is incorporated by reference.

14. The exercise of the Future Advance Convertible Promissory Note is subject to limitations and conditions on exercise, including the limitation that such notes are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's S-1 filed on June 30, 2023, which is incorporated by reference.

15. After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's S-1 filed on June 30, 2023, which is incorporated by reference.

16. The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's S-1 filed on June 30, 2023, which is incorporated by reference.

17. The warrant may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's S-1 filed on June 30, 2023, which is incorporated by reference.

18. Based on the formula contained in the Common Stock Purchase Warrant, the reporting persons may be entitled to receive up to 7,500,000 shares of Common Stock.

19. Pursuant to a letter agreement between the Issuer and the lenders of the Asset-Backed Secured Promissory Notes, dated as of July 21, 2023 (the "July 2023 Notes"), the Issuer shall issue Manchester Explorer, L.P. a Future Advance Convertible Promissory Note with the same principal amount as the principal amount of its July 2023 Note, plus any accrued and unpaid interest, substantially in the form of Exhibit 4.29 to the Issuer's Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form 10-K"). The Future Advance Convertible Promissory Note shall be issued upon January 21, 2024 (the "Maturity Date") unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.29 of the Form 10-K is incorporated by reference to the extent applicable to the Future Advance Convertible Promissory Note and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.

20. Manchester Explorer, L.P. expects to be entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $0.04. The amount of Common Stock listed herein is based on an aggregate principal amount of $749,962.50 (together with all accrued and unpaid interest thereon), with fractional shares rounded down.

21. Manchester Explorer, L.P. expects to be entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $0.04. The amount of Common Stock listed herein is based on an aggregate principal amount of $112,494,.38 (together with all accrued and unpaid interest thereon), with fractional shares rounded down.

22. Pursuant to a letter agreement between the Issuer and the lenders of the July 2023 Notes, the Issuer shall issue Manchester Explorer, L.P. two Common Stock Purchase Warrants, one with an exercise price of $0.04 per share and one with an exercise price of $0.067 per share, substantially in the form of Exhibit 4.30 to the Form 10-K, each of which shall be exercisable for such number of shares of the Issuer's common stock calculated by dividing the principal amount of the lender's Future Advance Convertible Promissory Note by $0.04. The Common Stock Purchase Warrants shall be issued upon the Maturity Date unless otherwise issued in connection with the consummation of a Fundamental Transaction. Exhibit 4.30 of the Form 10-K is incorporated by reference to the extent applicable to the Common Stock Purchase Warrants and reference is also made to the Schedule 13D filed by the Reporting Persons on July 26, 2023.

23. Represents an expected principal amount of $500,000 divided by $0.04.

24. Represents an expected principal amount of $75,000 divided by $0.04.

	Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member	07/27/2023
	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	07/27/2023
	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	07/27/2023
	Morgan C. Frank, By: /s/ Morgan C. Frank	07/27/2023
	James E. Besser, By: /s/ James E. Besser	07/27/2023
	** Signature of Reporting Person	Date
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Manchester Explorer Form 4SANUWAVE Health / JAMES E BESSER ownership change