Guse Kyle Form 4 ATOSSA GENETICS / Kyle Guse 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^*

Guse Kyle

(Last) (First) (Middle)

C/O ATOSSA GENETICS INC.

107 SPRING STREET

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ATOSSA GENETICS INC [ ATOS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO, Gen Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

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
Series B Convertible Preferred Stock	$3.52(1)	05/30/2018		P	V	8		05/30/2018	(2)	Common Stock	2,273(3)	$1,000(4)	8	D
Warrants	$4.05	05/30/2018		P	V	2,272		05/30/2018	05/30/2022	Common Stock	2,272	$1,000(4)	2,272	D

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible into the number of shares of Common Stock equal to the stated value of $1,000 divided by $3.52.

2. Shares of Series B Convertible Preferred Stock do not expire.

3. No fractional shares will be issued upon conversion. At its election, the Company will either issue a cash adjustment or round up to the next whole share. The number reflected here assumes rounding up to the next whole share.

4. Shares of Series B Convertible Preferred Stock and Warrants were issued as part of a unit, with each unit consisting of one share of Series B Convertible Preferred Stock and 284 Warrants.

	/s/ Kyle Guse	05/31/2018
	** 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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