Fletcher Aaron G.L. Form 3 TFF Pharmaceuticals / Aaron G.L. Fletcher 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^*

Fletcher Aaron G.L.

(Last) (First) (Middle)

2600 VIA FORTUNA, SUITE 360

(Street)

AUSTIN TX 78746

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2019

3. Issuer Name and Ticker or Trading Symbol
TFF Pharmaceuticals, Inc. [ TFFP ]

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

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

5. 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 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A preferred stock	(1)	(1)	Common Stock	43,887(1)(2)	(1)	D
Warrant	(3)	04/06/2028	Common Stock	10,000	2.5	I	By: BP Directors, LP
Warrant	(4)	09/26/2028	Common Stock	82,012	2.5	I	By: BP Directors, LP

Explanation of Responses:

1. All outstanding shares of Series A preferred stock plus all accrued but unpaid dividends on the Series A preferred stock will automatically convert into shares of common stock concurrent with the closing of the Issuer's IPO at a conversion price of $2.50. The shares of Series A preferred stock have no expiration date.

2. Calculated as of the date hereof at a conversion price of $2.50 per share of common stock.

3. This warrant is currently exercisable.

4. 20,503 shares vested on September 26, 2019 and the remainder of shares scheduled to vest at an approximate rate of 7,688 every three months thereafter.

	/s/ Aaron Fletcher, Ph.D., by Kirk Allen Coleman, as Attorney-in-Fact (Attached is signed Limited Power of Attorney.)	10/24/2019
	** 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).
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