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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol POLARITYTE, INC. [ PTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/04/2021 | 01/06/2021 | M | 11,111 | A | $0.00 | 7,193,911 | D | ||
| Common Stock | 01/05/2021 | 01/06/2021 | F | 3,511 | D | $0.75 | 7,190,400 | D | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| Remarks: |
| NEW SHARE AWARDS: The Reporting Person (RP) was granted a New Share Award (SA) of 200,000 Restricted Stock Units (RSUs) on August 26, 2019, commencing October 1, 2019. This SA vests over 18 monthly installments. On January 1, 2021, the vested installment (# 16 of 18) of 11,111 shares from the New SA occurred. On January 6, 2021 an official "Transaction Confirmation" from the Issuer's Broker indicating 3,511 shares of the vested 11,111 RSUs were retained for "tax withholding, commission and fees," using a standard "Sell-to-Cover" transaction commonly utilized within the Issuer's Stock Plan Services system. The reported formal Transaction Confirmation's "Settlement Date" is January 6, 2021 per the Issuer's Broker.The 7,500 shares were delivered to the RP on January 6, 2021. PRIOR SHARE AWARDS & DISPUTE: As of this filing, the Reporting Person (RP) remains in dispute with the Issuer regarding delivery and access to PRIOR Share Awards (SAs) that were previously granted to him as a Director and Officer of the Company during 2016 - 2018 and which were included as consideration for the reduction of the summative cash "Separation Payment" as defined within his three year Executive Employment Agreement (EEA) and other formal public filings by the Issuer. These "Dispute Shares" include approximately an additional 1,673,750 shares of the Issuer's common stock. The RP will publicly file detailed information, actions and disclosures for shareholders and regulators with the U.S. Security & Exchange Commission in an updated Schedule 13D/A (Amendment No. 6). |
| /s/ Denver M. Lough | 01/06/2021 | |
| ** 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 4 (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. | ||