FWHC Form 4 H-CYTE / TODD R WAGNER 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^*

WAGNER TODD R

(Last) (First) (Middle)

3385 OLD KEYSTONE ROAD

(Street)

TARPON SPRINGS FL 34688

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
H-CYTE, INC. [ HCYT ]

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)
02/23/2022

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 STOCK	02/23/2022		M		41,608,884	A	$0.014	41,608,884	I	(SEE FOOTNOTE)(1)

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
STOCK PURCHASE WARRANTS	$0.014	02/23/2022		M			41,608,884	09/24/2020	09/24/2030	COMMON STOCK	41,608,884	(2)	224,259,729	I	(SEE FOOTNOTE)(1)
STOCK PURCHASE WARRANTS	$0.014	02/23/2022		A		41,608,884		02/23/2022	02/23/2027	COMMON STOCK	41,608,884	$0.014	41,608,884	I	(SEE FOOTNOTE)(1)

1. Name and Address of Reporting Person^*

WAGNER TODD R

(Last) (First) (Middle)

3385 OLD KEYSTONE ROAD

(Street)

TARPON SPRINGS FL 34688

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FWHC HOLDINGS, LLC

(Last) (First) (Middle)

1306 W KENNEDY BOULEVARD

(Street)

TAMPA FL 33606

(City) (State) (Zip)

Explanation of Responses:

1. Held directly by FWHC Bridge, LLC (Bridge), and indirectly by Todd R. Wagner, the sole manager of Bridge. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.

2. Received in connection with variable conversion price notes. No additional consideration was paid for warrants. Exercise price became fixed at closing of Qualified Financing.

	/s/ Todd R. Wagner	02/25/2022
	/s/ Todd R. Wagner o/b/o FWHC Bridge, LLC	02/25/2022
	** 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).
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