Sec Form 4 Filing - Lough Denver @ POLARITYTE, INC. - 2019-11-06

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Lough Denver
2. Issuer Name and Ticker or Trading Symbol
POLARITYTE, INC. [ PTE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Prior D&O within 90 days
(Last) (First) (Middle)
8 EAST BROADWAY, SUITE 320
3. Date of Earliest Transaction (MM/DD/YY)
11/06/2019
(Street)
SALT LAKE CITY, UT84111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) ( 2 ) 11/06/2019 11/08/2019( 3 ) F 4,815 D $ 2.9 7,336,904 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lough Denver
8 EAST BROADWAY, SUITE 320
SALT LAKE CITY, UT84111
X Prior D&O within 90 days
Signatures
/s/ Denver M. Lough 11/11/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )NEW SHARE AWARDS: The Reporting Person (RP) was granted a NEW Share Award (SA) of 200,000 Restricted Stock Units (RSUs) on August 26, 2019, commencing October 1, 2019. This NEW SA vests over 18 monthly installments. On November 1, 2019, the Issuer confirmed the vested installment (# 2 of 18) of 11,111 shares from the NEW SA. On November 4, 2019, the RP recognized a failure to distribute the vested shares and contacted the Issuer's Broker who reported that pre-clearance had not been granted by the Issuer for release and transfer of the vested shares. The RP sent communications to the Issuer on November 4, 2019 regarding the unreleased shares. On November 7, 2019 an official "Transaction Confirmation" from the Issuer's Broker indicating 4,815 shares of the 11,111 RSUs vested were retained for "tax withholding, commission and fees," using a standard "Sell-to-Cover" transaction commonly utilized within the Issuer's Stock Plan Services system.
( 2 )PRIOR SHARE AWARDS & DISPUTE: As of November 7, 2019, the Reporting Person (RP) remains in dispute with the Issuer regarding delivery and access to PRIOR Share Awards (SAs) that were previously granted to him as a Director and Officer of the Company during 2016 - 2018, and which were included as consideration for the reduction of the summative cash "Separation Payment," as defined within the RP's three year Executive Employment Agreement (EEA) and other formal public filings by the Issuer. The RP will publicly file detailed information, actions and disclosures for shareholders and regulators with the U.S. Security & Exchange Commission in an updated Schedule 13D/A (Amendment No. 4) for November 2019.
( 3 )DEEMED EXECUTION DATE: The reported formal trade "Settlement Date" was November 8, 2019 as per the "Transaction Confirmation" distributed by the Issuer's Broker.

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