Sec Form 4 Filing - MANCHESTER MANAGEMENT CO LLC @ Modular Medical, Inc. - 2020-06-30

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
MANCHESTER MANAGEMENT CO LLC
2. Issuer Name and Ticker or Trading Symbol
Modular Medical, Inc. [ MODD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 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/YY)
06/30/2020
(Street)
SAN JUAN, PR00907
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, par value $0.001 per share 06/30/2020 P 34,843 A $ 2.87 5,051,409 I See footnote ( 1 )
Common Stock, par value $0.001 per share 06/30/2020 P 104,529 A $ 2.87 1,022,105 I See footnote ( 2 )
Common Stock, par value $0.001 per share 11/30/2020 P 34,843 A $ 2.87 304,562 D ( 3 )
Common Stock, par value $0.001 per share 180,830 D ( 4 )
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)
(Inst r. 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
Convertible Promissory Note ( 5 ) 02/08/2021 P( 5 ) 1,000,000 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share ( 5 ) ( 5 ) 1,000,000 I See footnote ( 1 )
Convertible Promissory Note ( 5 ) 05/11/2021 D( 6 )( 7 ) 1,000,000 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share ( 5 ) ( 6 ) ( 7 ) 0 I See footnote ( 1 )
Convertible Promissory Note ( 6 ) ( 7 ) 05/11/2021 A( 6 )( 7 ) 1,000,000 ( 6 )( 7 ) ( 6 ) Common Stock, par value $0.001 per share ( 6 ) ( 7 ) ( 6 ) ( 7 ) 1,000,000 I See footnote ( 1 )
Common Stock Pur-chase Warrant $ 2.87 05/11/2021 A 379,174 02/06/2022 02/06/2027 Common Stock, par value $0.001 per share ( 8 ) ( 8 ) 379,174 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X Director by Deputization
Manchester Explorer, L.P.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X Director by Deputization
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X Director by Deputization
FRANK MORGAN C.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X X
BESSER JAMES E
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X Director by Deputization
Signatures
/s/ Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 10/29/2021
Signature of Reporting Person Date
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 10/29/2021
Signature of Reporting Person Date
/s/ Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member 10/29/2021
Signature of Reporting Person Date
/s/ James E. Besser By: /s/ James E. Besser 10/29/2021
Signature of Reporting Person Date
/s/ Morgan C. Frank By: /s/ Morgan C. Frank 10/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. 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.
( 2 )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.
( 3 )The reported securities are directly owned by James E. Besser in his personal capacity.
( 4 )The reported securities are directly owned by Morgan C. Frank in his personal capacity.
( 5 )On February 8, 2021, the Issuer completed an initial offering of the Convertible Promissory Note (the "Note"). The Note is convertible upon an equity financing with total proceeds to the Issuer of not less than $5,000,000. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the lowest cash price paid per share for equity securities by the investors in the equity financing multiplied by 0.80. The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 10-Q filed on February 12, 2021, which is incorporated by reference.
( 6 )On May 11, 2021, the Note was converted into the May 2021 Convertible Promissory Note ("May Note"). The May Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The May Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued.
( 7 )(6 continued) The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.
( 8 )The Common Stock Purchase Warrant (the "Warrant") entitles the holder of the warrant to shares of Common Stock equal to the principal amount of the Note divided by $2.87. The Warrants are not convertible until 271 days after the issue date. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.

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