Sec Form 4 Filing - GILBERTSON RYAN RANDALL @ Sun BioPharma, Inc. - 2018-05-16

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
GILBERTSON RYAN RANDALL
2. Issuer Name and Ticker or Trading Symbol
Sun BioPharma, Inc. [ SNBP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1000 PARKER'S LAKE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2018
(Street)
WAYZATA, MN55391
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 555,538 D
Common Stock 28,000 I Total Depth Foundation
Common Stock 05/16/2018 C 47,025 A 47,025 I Northern Capital Partners I, LP
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 Expirat ion Date Title Amount or Number of Shares
Convertible Promissory Note $ 10.1 ( 2 ) 05/16/2018 C 200,000 ( 3 ) 03/17/2017 12/01/2018 Common Stock 19,802 $ 200,000 ( 3 ) 0 I Northern Capital Partners I, LP
Warrants (right to buy) $ 5 05/16/2018 C 47,025 05/16/2018 05/16/2021 Common Stock 47,025 ( 1 ) 47,025 I Northern Capital Partners I, LP
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GILBERTSON RYAN RANDALL
1000 PARKER'S LAKE ROAD
WAYZATA, MN55391
X
Signatures
/s/ Ryan R. Gilbertson 05/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the "alternate conversion" under the Convertible Promissory Note, approximately $211,616 of outstanding principal and accrued but unpaid interest converted into 47,025 units at a price equal to $4.50 per unit. Each unit consisted of one share of common stock and a warrant to purchase an additional share of common stock.
( 2 )Originally convertible into issuer common stock at a price of $10.10 per share upon holder's election. Because a "qualified offering" occurred, outstanding principal and accrued but unpaid interest would have automatically converted into common stock at a rate of $3.35 per share or, as elected, into units at a rate equal to a 10% discount to the price paid in the qualified offering.
( 3 )Represents original principal amount.

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