Charles M. Fernandez Form 4 Progressive Care / Charles M. Fernandez 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

OMB APPROVAL

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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^*

Fernandez Charles M.

(Last) (First) (Middle)

C/O NEXTPLAT CORP

3250 MARY ST., SUITE 410

(Street)

COCONUT GROVE FL 33133

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Progressive Care Inc. [ RXMD ]

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)
09/13/2022

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

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 Options	$0.022	09/13/2022		A		31,440,555		(1)	09/13/2032	Common Stock	31,440,555	$0	716,380,553(2)	D

Explanation of Responses:

1. Options to purchase up to 12,576,222 Common Shares are fully vested upon Grant Date; Options to purchase up to an additional 6,288,111 Common Shares become vested upon the first Trading Day following the date on which the Company's market capitalization is $50 million or more for five consecutive Trading Days; options to purchase up to an additional 6,288,111 Common Shares become fully vested on the first Trading Day following the date on which the Company's market capitalization is $100 million or more for five consecutive Trading Days; and options to purchase up to an additional 6,288,111 Common Shares become fully vested on the first Trading Day following the date on which the Company's market capitalization is $200 million or more for five consecutive Trading Days.

2. Includes 660,671,427 derivative securities owned by NextPlat Corp. As Chairman and Chief Executive Officer of NextPlat Corp, Mr. Fernandez has voting or investment control over these securities. For the avoidance of doubt, Mr. Fernandez expressly disclaims ownership of the Issuer's securities owned by NextPlat.

	/s/Charles M. Fernandez	10/18/2022
	** 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).
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