| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/21/2020 | 3. Issuer Name and Ticker or Trading Symbol PATRIOT SCIENTIFIC CORP [ PTSC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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) | |||||||
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| 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 Convertible Voting Preferred Stock | (1)(2) | (1)(2) | Series A Convertible Voting Preferred Stock | 161,000 | (1)(2) | D | |
| Explanation of Responses: |
| 1. On August 19, 2020, Patriot Scientific Corporation ("Patriot"), entered into a stock purchase agreement (the "Stock Purchase Agreement") among Patriot, PTSC Sub One Inc., a Delaware corporation (as "Buyer" and together with Patriot, the "Buyer Parties"), Mosaic ImmunoEngineering Inc., a Delaware corporation (the "Target"), and certain stockholders of the Target set for therein (as "Sellers"), and together with the Target and Sellers, the "Seller Parties") pursuant to which, Buyer purchased from Sellers 630,000 shares of its Class A common stock ("Class A Stock"), par value $0.0001 per share. On August 21, 2020, the Closing Date, in exchange for the Class A Stock, the holders of the Class A Stock received 630,000 shares of the Patriot's preferred stock designated as Series A Convertible Voting Preferred Stock. |
| 2. Each share of the Series A Convertible Voting Preferred Stock; shall (a) convert into 5,097.053 shares of common stock of the Parent, (b) possess full voting rights, on an as-converted basis, as the common stock of the Parent, and (c) have no dividend rate. Mr. King, as one of the Sellers, was issued 161,000 shares of Series A Convertible Voting Preferred Stock of Patriot under the Stock Purchase Agreement and was appointed President and Chief Executive Officer on August 31, 2020. |
| /s/ Steven King | 08/31/2020 | |
| ** 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. | ||
