Amended Statement of Changes in Beneficial Ownership (4/a)
16 Mayo 2023 - 2:28PM
Edgar (US Regulatory)
FORM 4
☐
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
MANCHESTER MANAGEMENT CO LLC |
2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc.
[
SNWV
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Director by Deputization |
(Last)
(First)
(Middle)
2 CALLE CANDINA, #1701 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/14/2022 |
(Street)
SAN JUAN, PR 00907 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
1/12/2023 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Future Advance Convertible Promissory Note | $.04 | 11/14/2022 | | J | | $400000 (1) | | 11/15/2022 (2) | (3) | Common Stock, par value $0.001 | (1) | (1) | $400000 (1) | I | See footnote (4) |
Common Stock Purchase Warrant | (5) | 11/14/2022 | | J | | 20000000 | | 11/15/2022 (6) | 11/15/2027 | Common Stock, par value $0.001 | 20000000 | (7) | 20000000 | I | See footnote (4) |
Explanation of Responses: |
(1) | Per the Future Advance Convertible Promissory Note included as Exhibit 4.3 of the Issuer's S-1/A filed on December 22, 2022 (Exhibit 4.3"), the Reporting Persons are entitled to a number of shares of Common Stock by dividing (x) the sum of (A) the portion of the principal to be converted, redeemed or otherwise with respect to which this determination is being made and (B) accrued and unpaid interest with respect to such principal, and (y) $0.04. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference. This Future Advance Convertible Promissory Note was erroneously listed as a disposition on the Form 4 filed on 1/12/2023. |
(2) | The exercise of the Future Advance Convertible Promissory Note is subject to the limitations and conditions on exercise set forth in Exhibit 4.3, including the limitation that such notes are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference. |
(3) | After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.3, which is incorporated by reference. |
(4) | The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. 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 the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(5) | Per the Common Stock Purchase Warrant included as Exhibit 4.4 of the Issuer's S-1/A filed on December 22, 2022 ("Exhibit 4.4"), it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04. This Common Stock Purchase Warrant was erroneously listed as a disposition on the Form 4 filed on 1/12/2023. |
(6) | The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference. |
(7) | The warrant may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4, which is incorporated by reference. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907 |
|
|
| Director by Deputization |
Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907 |
|
|
| Director by Deputization |
MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907 |
|
|
| Director by Deputization |
BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907 |
|
|
| Director by Deputization |
FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN, PR 00907 |
|
|
| Director by Deputization |
Signatures
|
Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member | | 5/16/2023 |
**Signature of Reporting Person | Date |
Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner | | 5/16/2023 |
**Signature of Reporting Person | Date |
Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member | | 5/16/2023 |
**Signature of Reporting Person | Date |
James E. Besser, By: /s/ James E. Besser | | 5/16/2023 |
**Signature of Reporting Person | Date |
Morgan C. Frank, By: /s/ Morgan C. Frank | | 5/16/2023 |
**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 control number. |
SANUWAVE Health (QB) (USOTC:SNWV)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
SANUWAVE Health (QB) (USOTC:SNWV)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
Real-Time news about SANUWAVE Health Inc (QB) (OTCMarkets): 0 recent articles
Más de Sanuwave Health, Inc. Artículos de Noticias