Besser James E Form 3 CIPHERLOC / JAMES E BESSER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2018

3. Issuer Name and Ticker or Trading Symbol
CIPHERLOC Corp [ CLOK ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,600,000	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	07/24/2018	07/24/2023	Common Stock	3,600,000	1.2	I	See Footnotes(1)(2)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 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 PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last) (First) (Middle)

2 CALLE CANDINA, #17

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities and warrants are directly owned by Manchester Explorer, L.P. The reported securities and warrants are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company, LLC as a result of having investment discretion over certain advisory accounts they manage. Manchester Management PR, LLC, a Puerto Rico limited liability company, provides investment management services to private individuals and institutions. The reported securities and warrants may also be deemed to be indirectly beneficially owned by James E. Besser, as the Managing Member of Manchester Management PR, LLC and Manchester Management Company, LLC.

2. Each of the Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities and warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	07/30/2018
	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	07/30/2018
	Manchester Management Company, LLC, By:/s/ James E. Besser, Managing Member	07/30/2018
	/s/ James E. Besser	07/30/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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