Giandomenico Trombetta Form 4 MILESTONE SCIENTIFIC / Giandomenico Trombetta 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^*

Trombetta Giandomenico

(Last) (First) (Middle)

CORSO VENEZIA 44

(Street)

MILAN L6 20121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MILESTONE SCIENTIFIC INC. [ MLSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2017

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
Common Stock, Par Value $0.001								116,079(5)	D
Common Stock, Par Value $0.001								3,000,000	I	See Footnote(2)

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
Options to purchase common stock	$2.55	07/07/2017		A		250,000		07/07/2017	12/21/2019	Common Stock	250,000	(1)	250,000	D
Options to purchase common stock	$1.61							01/25/2017(6)	01/25/2022	Common Stock	99,378		99,378	D
Options to purchase common stock	$1.89							02/04/2016(3)	02/04/2021	Common Stock	132,780		132,780	D
Series A Convertible Preferred Stock, Par Value $0.001	(4)							(4)	(4)	Common Stock	(4)		7,000	I	See footnote(2)

Explanation of Responses:

1. Not applicable.

2. These shares are held directly by BP4 S.r.l. Innovest S.p.A. is the controlling shareholder of BP4 S.r.l. Mr. Trombetta is a shareholder and director of Innovest S.p.A. and Managing Director of BP4 S.r.l., and may be deemed to have voting and investment power over the securities held by BP4 S.r.l. Mr. Trombetta disclaims beneficial ownership of all securities held by BP4 S.r.l., except to the extent of his pecuniary interest therein, if any.

3. These options are exercisable as follows: (i) for 44,260 shares on the date of grant (2-4-16) and (ii) for an additional 1/3 of the 88,520 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.

4. Each share of Series A Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value"), and is initially convertible at any time at the holder's election into such number of shares of Common Stock determined by dividing the Stated Value by $2.37 and, if not earlier converted, is mandatorily convertible into Common Stock at the end of five years at $2.37 per share, or $1.50 per share if certain conditions have not been met, all subject to anti-dilution adjustments.

5. All of these shares are issuable to the reporting person at the termination of employment.

6. These options are exercisable as follows: (i) for 33,126 shares on the date of grant (1-25-17) and (ii) for an additional 1/3 of the 66,252 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.

	/s/ Giandomenico Trombetta	07/10/2017
	** Signature of Reporting Person	Date
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