Besser James E Form 4 Modular Medical / 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)

3 WEST HILL PLACE

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Modular Medical, Inc. [ MODD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	02/15/2022		M		234,274	A	(1)	2,218,077	I	see footnote(2)
Common Stock, par value $0.001 per share								317,473	I	see footnote(3)
Common Stock, par value $0.001 per share								124,750	D(4)
Common Stock, par value $0.001 per share								60,277	D(5)

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 Promissory Note	(1)	02/15/2022		M			1,000,000	(1)	(1)	Common Stock, par value $0.001 per share; Warrant	(1)	(1)	0	I	see footnote(2)
Common Stock Purchase Warrant	$6.6	02/15/2022		M		234,274		02/14/2022	02/14/2027	Common Stock, par value $0.001 per share	234,274	(1)	234,274	I	see footnote(2)
Common Stock Purchase Warrant	$6.6							02/10/2022	02/10/2027	Common Stock, par value $0.001 per share	300,000		300,000	I	see footnote(2)
Common Stock Purchase Warrant	$8.61							02/06/2022	02/06/2027	Common Stock, par value $0.001 per share	(6)		119,237	I	see footnote(2)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

3 WEST HILL PLACE

(Street)

BOSTON MA 02110

(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^*

FRANK MORGAN C.

(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, #1701

(Street)

SAN JUAN PR 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 PR 00907

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities were obtained due to the conversion of a Convertible Promissory Note (the "Note"). The Note was convertible into an equal amounts of shares of Common Stock, par value $0.001 per share and Common Stock Purchase Warrants at a conversion price equal to the sum of principal and accrued interest multiplied by 1.25. The principal amount of the Note was $1,026,630 and the Note had accrued $97,881 of interest. The total principal and interest was then multiplied by 1.25 resulting in a conversion value of $1,405,639. This translated to 234,274 shares of Common Stock, par value $0.001 per share and 234,274 Common Stock Purchase Warrants based upon a $6.00 purchase price. 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 Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.

2. The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) 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 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.

4. The reported securities are directly owned by James E. Besser in his personal capacity.

5. The reported securities are directly owned by Morgan C. Frank in his personal capacity.

6. This amount of reported securities has been adjusted from 126,391 to 119,237 to accurately reflect the number of Warrants held by Explorer. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.

	Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner	02/17/2022
	Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member	02/17/2022
	Morgan C. Frank By: /s/ Morgan C. Frank	02/17/2022
	James E. Besser By: /s/ James E. Besser	02/17/2022
	Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member	02/17/2022
	** Signature of Reporting Person	Date
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