Hankey Capital Form 3 Bone Biologics / Don Hankey 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^*

Hankey Don

(Last)

(First)

(Middle)

4751 WILSHIRE BLVD.

SUITE 110

(Street)

LOS ANGELES

90010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2018

3. Issuer Name and Ticker or Trading Symbol
Bone Biologics Corp [ BBLG ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

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	3,865,058⁽¹⁾⁽²⁾⁽⁸⁾	I	By Hankey Capital, LLC
Common Stock	1,139,240⁽¹⁾⁽³⁾⁽⁸⁾	I	By Hankey Capital, LLC
Common Stock	361,640⁽¹⁾⁽⁴⁾	I	By Don Hankey Trust
Common Stock	274,240⁽¹⁾	I	By H&H Funding LLC⁽⁵⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Convertible Notes⁽⁶⁾	⁽⁶⁾	12/31/2019	Common Stock	7,860,760⁽¹⁾⁽⁷⁾	1	I	By Hankey Capital, LLC
Warrants⁽⁶⁾	⁽⁶⁾	10/23/2019	Common Stock	237,342⁽¹⁾	15.8	I	By Hankey Capital, LLC
Warrants⁽⁶⁾	⁽⁶⁾	05/04/2020	Common Stock	174,051⁽¹⁾	15.8	I	By Hankey Capital, LLC
Warrants⁽⁶⁾	⁽⁶⁾	02/23/2021	Common Stock	146,342⁽¹⁾	20.5	I	By Hankey Capital, LLC

1. Name and Address of Reporting Person^*

Hankey Don

(Last)

(First)

(Middle)

4751 WILSHIRE BLVD.

SUITE 110

(Street)

LOS ANGELES

90010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HANKEY CAPITAL, LLC

(Last)

(First)

(Middle)

4751 WILSHIRE BLVD., #110

(Street)

LOS ANGELES

90010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Don Hankey Trust

(Last)

(First)

(Middle)

4751 WILSHIRE BLVD., #110

(Street)

LOS ANGELES

90010

(City)

(State)

(Zip)

Explanation of Responses:

1. The share numbers reflect a reverse split of 1:10 effected on July 16, 2018.

2. Consists of shares held by Hankey Capital, LLC ("Hankey Capital"). Hankey Capital is owned by Hankey Investment Company LP ("HIC") of which the Don Hankey Trust (the "Trust") owns a 66.09% interest. HIC is owned by Knight Services Inc. of which the Trust is the sole owner. Don Hankey is the sole trustee of the Trust. Mr. Hankey disclaims beneficial ownership in the shares held by Hankey Capital except to the extent of his pecuniary interest.

3. Consists of shares held by Hankey Capital as collateral for the repayment of convertible notes (the "Notes") issued to Hankey Capital (the "Collateral Shares"). Hankey Capital may not transfer, sell or otherwise dispose of any of the Collateral Shares, except during the existence of Event of Default under the Notes in connection with the exercise of its rights and remedies as a secured lender.

4. Consists of shares held by the Trust.

5. Don Hankey is the sole manager of H&H Funding LLC and is entitled to 50% of Available Cash Flow until certain obligations to Mr. Hankey are paid and thereafter 10%. Mr. Hankey disclaims beneficial ownership except to the extent of his pecuniary interest.

6. The instruments contain limitations on their exercise or conversion to the extent necessary to insure that following the exercise or conversion of such securities the total number of shares then beneficially owned by Hankey Capital and its affiliates would not exceed 4.99% of the total number of issued and outstanding shares. As the provision is no longer relevant, Hankey Capital has sent a notice terminating this provision.

7. Consists of 9,000,000 shares issuable upon conversion of the convertible notes less the Collateral Shares referred to Footnote 3.

8. The shares set forth above do not include up to 2,000,000 shares issuable upon conversion of convertible notes to be issued upon the issuer drawing down on a $2,000,000 credit facility provided by Hankey Capital.

	/s/ Don Hankey	07/26/2018
	/s/ Don Hankey, Manager	07/26/2018
	/s/ Don Hankey, Trustee	07/26/2018
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Hankey Capital Form 3Bone Biologics / Don Hankey ownership change