Frank Morgan C. Form 4 SANUWAVE Health / 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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OMB Number:			3235-0287
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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)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		150,000⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	462,226⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		141,667⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	603,893⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		18,000⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	621,893⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		17,000⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	638,893⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		C⁽¹⁾⁽²⁾		7,667⁽³⁾⁽⁶⁾	A	$15⁽¹⁾⁽²⁾⁽⁶⁾	646,560⁽³⁾⁽⁶⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		6,000⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	652,560⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		5,667⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	658,227⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		C⁽¹⁾⁽²⁾		57,498⁽³⁾⁽⁶⁾	A	$15⁽¹⁾⁽²⁾⁽⁶⁾	715,725⁽³⁾⁽⁶⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		C⁽¹⁾⁽²⁾		8,625⁽³⁾⁽⁶⁾	A	$15⁽¹⁾⁽²⁾⁽⁶⁾	724,350⁽³⁾⁽⁶⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		44,998⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	769,348⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		6,750⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	776,098⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		42,498⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	818,596⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		6,375⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	824,971⁽³⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		P⁽¹¹⁾		181,818⁽¹¹⁾	A	$8.25⁽¹¹⁾	1,006,790⁽¹¹⁾	I	See footnote⁽⁷⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		24,000⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	61,332⁽³⁾	I	See footnote⁽⁸⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		22,667⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	83,999⁽³⁾	I	See footnote⁽⁸⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		15,000⁽³⁾⁽⁴⁾	A	$15⁽¹⁾⁽²⁾⁽⁴⁾	38,486⁽³⁾	D⁽⁹⁾
Common Stock, par value $0.001	10/18/2024		J⁽¹⁾⁽²⁾		14,167⁽³⁾⁽⁵⁾	A	$25.13⁽¹⁾⁽²⁾⁽⁵⁾	52,653⁽³⁾	D⁽⁹⁾
Common Stock, par value $0.001								4,000	D⁽⁹⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			150,000⁽³⁾⁽⁴⁾	08/05/2022⁽¹⁾⁽²⁾	08/05/2027⁽¹⁾⁽²⁾	Common Stock, par value $0.001	150,000⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			141,667⁽³⁾⁽⁵⁾	08/05/2022⁽¹⁾⁽²⁾	08/05/2027⁽¹⁾⁽²⁾	Common Stock, par value $0.001	141,667⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			18,000⁽³⁾⁽⁴⁾	05/10/2023⁽¹⁾⁽²⁾	05/10/2028⁽¹⁾⁽²⁾	Common Stock, par value $0.001	18,000⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			17,000⁽³⁾⁽⁵⁾	05/10/2023⁽¹⁾⁽²⁾	05/10/2028⁽¹⁾⁽²⁾	Common Stock, par value $0.001	17,000⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Future Advance Convertible Promissory Note	$15⁽¹⁾⁽²⁾⁽⁶⁾	10/18/2024		C⁽¹⁾⁽²⁾			7,667⁽³⁾⁽⁶⁾	12/31/2023⁽¹⁾⁽²⁾	12/31/2024⁽¹⁾⁽²⁾	Common Stock, par value $0.001	7,667⁽³⁾⁽⁶⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			6,000⁽³⁾⁽⁴⁾	12/31/2023⁽¹⁾⁽²⁾	12/30/2028⁽¹⁾⁽²⁾	Common Stock, par value $0.001	6,000⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			5,667⁽³⁾⁽⁵⁾	12/31/2023⁽¹⁾⁽²⁾	12/30/2028⁽¹⁾⁽²⁾	Common Stock, par value $0.001	5,667⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Future Advance Convertible Promissory Note	$15⁽¹⁾⁽²⁾⁽⁶⁾	10/18/2024		C⁽¹⁾⁽²⁾			57,498⁽³⁾⁽⁶⁾	01/21/2025⁽¹⁾⁽²⁾	01/21/2025⁽¹⁾⁽²⁾	Common Stock, par value $0.001	57,498⁽³⁾⁽⁶⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Future Advance Convertible Promissory Note	$15⁽¹⁾⁽²⁾⁽⁶⁾	10/18/2024		C⁽¹⁾⁽²⁾			8,625⁽³⁾⁽⁶⁾	01/21/2025⁽¹⁾⁽²⁾	01/21/2025⁽¹⁾⁽²⁾	Common Stock, par value $0.001	8,625⁽³⁾⁽⁶⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			44,998⁽³⁾⁽⁴⁾	01/21/2024⁽¹⁾⁽²⁾	01/21/2024⁽¹⁾⁽²⁾	Common Stock, par value $0.001	44,998⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			6,750⁽³⁾⁽⁴⁾	01/21/2024⁽¹⁾⁽²⁾	01/21/2024⁽¹⁾⁽²⁾	Common Stock, par value $0.001	6,750⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			42,498⁽³⁾⁽⁵⁾	01/21/2024⁽¹⁾⁽²⁾	01/21/2024⁽¹⁾⁽²⁾	Common Stock, par value $0.001	42,498⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			6,375⁽³⁾⁽⁵⁾	01/21/2024⁽¹⁾⁽²⁾	01/21/2024⁽¹⁾⁽²⁾	Common Stock, par value $0.001	6,375⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			24,000⁽³⁾⁽⁴⁾	11/15/2022⁽¹⁾⁽²⁾	11/15/2027⁽¹⁾⁽²⁾	Common Stock, par value $0.001	24,000⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	I⁽⁸⁾	See footnote⁽⁸⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			22,667⁽³⁾⁽⁵⁾	11/15/2022	11/15/2027	Common Stock, par value $0.001	22,667⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	I⁽⁸⁾	See footnote⁽⁸⁾
Common Stock Purchase Warrant	$15⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			15,000⁽³⁾⁽⁴⁾	08/05/2022⁽¹⁾⁽²⁾	08/05/2027⁽¹⁾⁽²⁾	Common Stock, par value $0.001	15,000⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾	0	D⁽⁹⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾⁽²⁾	10/18/2024		J⁽¹⁾⁽²⁾			14,167⁽³⁾⁽⁵⁾	08/05/2022⁽¹⁾⁽²⁾	08/05/2027⁽¹⁾⁽²⁾	Common Stock, par value $0.001	14,167⁽³⁾⁽⁵⁾	⁽¹⁾⁽²⁾	0	D⁽⁹⁾

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

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

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

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 18, 2024, effective upon the implementation of the Reverse Stock Split (as defined below), the Company issued an aggregate of 3,989,456 shares of Common Stock in exchange for all outstanding (A) Future Advance Convertible Promissory Notes ("Notes") and (B) Common Stock Purchase Warrants issued by the Company in private placements in August 2022, November 2022, May 2023, December 2023, January 2024 and June 2024 (collectively, the "Warrants") ((A) and (B), together, the "Exchange"). Pursuant to the Exchange, after adjustment to reflect the Reverse Stock Split, (i) each outstanding Note was fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the Note) into shares of Common Stock at $15.00 per share, (ii) each Warrant with an exercise price of $15.00 per share (i.e., $0.04 prior to the Reverse Stock Split) was exchanged for 0.0024 shares of

2. (cont'd from footnote 1) Common Stock per share subject to such Warrant (the "$15.00 Warrants"), and (iii) each Warrant with an exercise price of $25.13 per share (i.e., $0.067 prior to the Reverse Stock Split) was exchanged for approximately 0.0023 shares of Common Stock per share subject to such Warrant (the "$25.13 Warrants"). Simultaneous with the Exchange, each Warrant was exchanged pursuant to the mechanics reported by the Reporting Persons on the other Form 4 filed on October 22, 2024 by the Reporting Persons, which is incorporated herein by reference. The foregoing transactions, including the Exchange, were approved by the Board of Directors of the Issuer. The foregoing description of the Exchange does not purport to be complete and is subject to and qualified in its entirety by reference to the Issuer's 8-K filed on October 18, 2024 (the "8-K"), which is incorporated herein by reference.

3. On October 15, 2024, the Issuer filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock. As a result of the Reverse Stock Split, at 12:01 a.m. Mountain Time on October 18, 2024, every 375 shares of Common Stock then issued and outstanding automatically were combined into one share of Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split will be settled in cash. The text of the Certificate of Amendment that effected the foregoing actions was included as Exhibit 3.1 of the 8-K and is incorporated herein by reference. As a result of the foregoing, the number of reported securities herein is on a post-Reverse Stock Split basis.

4. Pursuant to the terms of the Exchange, the $15.00 Warrants were each exchanged for approximately 0.0024 shares of Common Stock per share subject to such Warrant.

5. Pursuant to the terms of the Exchange, the $25.13 Warrants were each exchanged for approximately 0.0023 shares of Common Stock per share subject to such Warrant.

6. Pursuant to the terms of the Exchange, each outstanding Note was fully accelerated to maturity (with 15% interest paid on the outstanding principal) and then converted (per the terms of the Note) into shares of Common Stock at $15.00 per share.

7. 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.

8. 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.

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

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

11. On October 16, 2024, Explorer entered into a securities purchase agreement (the "Purchase Agreement") with the Issuer, pursuant to which Explorer acquired 181,818 shares of the Issuer's Common Stock from the Issuer in a private placement at a price of $8.25 per share of Common Stock (the "Private Placement"), in each case, after adjustment to reflect the Reverse Stock Split. The Private Placement closed on October 18, 2024. The foregoing descriptions of the Purchase Agreement and the Private Placement do not purport to be complete and is subject to and qualified in its entirety by reference to the 8-K, which is incorporated herein by reference.

	Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	10/23/2024
	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	James E. Besser, By: /s/ James E. Besser	10/23/2024
	Morgan C. Frank, By: /s/ Morgan C. Frank	10/23/2024
	** Signature of Reporting Person	Date
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Frank Morgan C. Form 4SANUWAVE Health / JAMES E BESSER ownership change