Microphase Form 3 Microphase / NECDET F ERGUL 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^*

ERGUL NECDET F

(Last) (First) (Middle)

100 TRAP FALLS ROAD EXTENSION

SUITE 400

(Street)

SHELTON CT 06484

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2015

3. Issuer Name and Ticker or Trading Symbol
Microphase Corp [ NONE ]

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

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

5. 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 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, no par value per share	1,568	D
Common Stock, no par value per share	1,833,702(1)	I	See Footnote(1)

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
Preferred Stock, $100 par value per share	(2)	(2)	Common Stock, no par value per share	190,000	(2)	I	See Footnote(3)
Preferred Stock, $100 par value per share	(2)	(2)	Common Stock, no par value per share	791,734(4)	(2)	I	See Footnote(4)

Explanation of Responses:

1. 1,833,702 shares of Common Stock are owned by Microphase Holding Company LLC, a limited liability company in which the Reporting Person owns 50% of the outstanding membership interests.

2. The shares of Preferred Stock are convertible into common shares at any time at the option of the holders the preferred shares, on notice to the Company. The conversion price is $1.50 per share, until such time as the Company obtains a stock symbol and becomes publicly traded, at which time the conversion price will be the amount will be the closing price on the trading day prior to the date of such notice.

3. Such 2,850 shares of Preferred Stock are owned by the Ergul Family Limited Partnership, a limited partnership in which the Reporting Person is a 23.92% limited partner.

4. Such 11,876 shares of Preferred Stock are owned by Microphase Holding Company LLC, a limited liability company in which the Reporting Person owns 50% of the outstanding membership interests.

	/s/ Necdet Ergul	12/30/2015
	** 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 5 (b)(v).
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