Frank Morgan C. Form 3 SANUWAVE Health / 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 CO 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)
06/06/2022

3. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ]

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

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

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, par value $0.001	$36,585,646	I	See Footnote(1)
Common Stock, par value $0.001	$2,500,000	I	See Footnote(2)
Common Stock, par value $0.001	$2,250,000	D(3)
Common Stock, par value $0.001	$1,500,000	D(4)

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
Future Advance Convertible Promissory Note	08/05/2022	(5)	Common Stock, par value $0.001	$62,500,000	0.04	I	See Footnote(1)
Future Advance Convertible Promissory Note	08/05/2022	(5)	Common Stock, par value $0.001	$6,250,000	0.04	D(4)
Common Stock Purchase Warrant	08/05/2022(6)	08/05/2027	Common Stock, par value $0.001	$125,000,000	(7)	I	See Footnote(1)
Common Stock Purchase Warrant	08/05/2022(6)	08/05/2027	Common Stock, par value $0.001	$12,500,000	(7)	D(4)

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^*

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^*

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^*

FRANK MORGAN C.

(Last) (First) (Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN PR 00907

(City) (State) (Zip)

Explanation of Responses:

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

2. The reported securities and warrants 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.

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

4. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.

5. After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. 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 Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference.

6. The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. 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 Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference ("Exhibit 4.2").

7. Per Exhibit 4.2, it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04.

	Manchester Management Company, LLC By: /s/ James E. Besser Managing Member	08/10/2022
	Manchester Management PR, LLC By: /s/James E. Besser Managing Member	08/10/2022
	Manchester Explorer, L.P. By: /s/James E. Besser Managing Member of the General Partner	08/10/2022
	By: /s/ James E. Besser	08/10/2022
	By: /s/ Morgan C. Frank	08/10/2022
	** Signature of Reporting Person	Date
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