Manchester Management PR Form 4 CIPHERLOC / 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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X

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 PR, LLC

(Last) (First) (Middle)

53 PALMERAS STREET

CARIBE PLAZA BUILDING, 6TH FLOOR

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIPHERLOC Corp [ CLOK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	10/29/2018		P		15,000	A	$1.85	3,615,000	I	See footnote(1)(2)
Common Shares	10/30/2018		P		15,500	A	$1.84	3,630,500	I	See footnote(1)(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

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)

53 PALMERAS STREET

CARIBE PLAZA BUILDING, 6TH FLOOR

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)

3 WEST HILL PLACE

(Street)

BOSTON MA 02114

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last) (First) (Middle)

3 WEST HILL PLACE

(Street)

BOSTON MA 02114

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last) (First) (Middle)

C/O MANCHESTER MANAGEMENT PR, LLC

53 PALMERAS ST CARIBE PLAZA BLDG 6TH FL

(Street)

SAN JUAN PR 00901

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by Manchester Explorer, L.P. The reported securities are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company, LLC as a result of having investment discretion over certain advisory accounts they manage. Manchester Management PR, LLC, a Puerto Rico limited liability company, provides investment management services to private individuals and institutions. The reported securities may also be deemed to be indirectly beneficially owned by James E. Besser, as the Managing Member of Manchester Management PR, LLC and Manchester Management Company, LLC.

2. Each of 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 such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange.

	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	10/30/2018
	Manchester Management Company, LLC, By:/s/ James E. Besser, Managing Member	10/30/2018
	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	10/30/2018
	/s/ James E. Besser	10/30/2018
	** 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 4 (b)(v).
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