Sec Form 4 Filing - Accelmed Growth Partners, L.P. @ STRATA Skin Sciences, Inc. - 2018-06-15

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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
Accelmed Growth Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
STRATA Skin Sciences, Inc. [ SSKN]
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)
6 HACHOCHLIM STREET, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2018
(Street)
HERZLIYA PITUACH, L346120
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
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, $0.001 par value per share 06/15/2018 J( 1 ) 75,590 ( 1 ) A $ 1.09 ( 1 ) 12,112,627 D ( 2 )
Common Stock, $0.001 par value per share 06/15/2018 J( 1 ) 75,590 ( 1 ) A $ 1.09 ( 1 ) 12,112,627 I By: Accelmed Growth Partners (GP), L.P. ( 2 )
Common Stock, $0.001 par value per share 06/15/2018 J( 1 ) 75,590 ( 1 ) A $ 1.09 ( 1 ) 12,112,627 I By: Accelmed Growth Partners (AGP), Ltd. ( 2 )
Common Stock, $0.001 par value per share 06/15/2018 J( 1 ) 75,590 ( 1 ) A $ 1.09 ( 1 ) 12,112,627 I By: Accelmed Management Ltd. ( 2 )
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
Accelmed Growth Partners, L.P.
6 HACHOCHLIM STREET, 6TH FLOOR
HERZLIYA PITUACH, L346120
X
Accelmed Growth Partners (GP), L.P.
6 HACHOCHLIM STREET, 6TH FLOOR
HERZLIYA PITUACH, L346120
X
Accelmed Growth Partners (AGP) Ltd
6 HACHOCHLIM STREET, 6TH FLOOR
HERZLIYA PITUACH, L346120
X
Accelmed Growth Partners Management Ltd.
6 HACHOCHLIM STREET, 6TH FLOOR
HERZLIYA PITUACH, L346120
X
Signatures
Accelmed Growth Partners, L.P. By: Accelmed Growth Partners (GP), L.P., its general partner By: Accelmed Growth Partners (AGP) Ltd., its general partner By: /s/ Uri Geiger, Managing Partner 09/07/2018
Signature of Reporting Person Date
Accelmed Growth Partners (GP), L.P. By: Accelmed Growth Partners (AGP) Ltd., it general partner By: /s/ Uri Geiger, Managing Partner 09/10/2018
Signature of Reporting Person Date
Accelmed Growth Partners (AGP) Ltd. By: /s/ Uri Geiger, Managing Partner 09/07/2018
Signature of Reporting Person Date
Accelmed Growth Partners Management Ltd. By: /s/ Uri Geiger, Managing Partner 09/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )6/15/18 the reporting person (through indirect ownership) was entitled to receive 75,590 shares of the common stock pursuant to a "retained risk" provision in the Securities Purchase Agreement between the Company and Accelmed Growth Partners, L.P. dated 5/29/18 ("Purchase Agreement"). Purchase Agreement provided that the purchaser would receive additional shares of common stock in the event of certain contingent expense events, one of which was determined to have occurred on 6/15/18, resulted in the purchaser acquired additional shares. The number of shares issuable pursuant to that provision, determined on 6/15/18 pursuant to a formula set forth in the Purchase Agreement provided that, for purposes of determining the number of shares issuable, the common stock would be valued at $1.09 per share, which was the purchase price of the common stock in the Purchase Agreement.
( 2 )These shares are held directly by Accelmed Growth Partners, L.P. and may be deemed to be beneficially owned indirectly by (i) Accelmed Growth Partners (GP), L.P., the general partner of Accelmed Growth Partners, L.P., (ii) Accelmed Growth Partners (AGP) Limited, the general partner of Accelmed Growth Partners (GP), L.P., and (iii) Accelmed Growth Partners Management Ltd., which has certain voting and dispositive power over the shares pursuant to a management agreement. Each of Accelmed Growth Partners (GP), L.P., Accelmed Growth Partners (AGP) Limited, and Accelmed Growth Partners Management Ltd. disclaims such beneficial ownership except to the extent of its pecuniary interest in the shares.

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