Sec Form 4 Filing - MANCHESTER MANAGEMENT CO LLC @ Modular Medical, Inc. - 2022-02-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
3 WEST HILL PLACE
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2022
(Street)
BOSTON, MA02110
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 02/15/2022 M 234,274 A 2,218,077 I see footnote( 2 )
Common Stock, par value $0.001 per share 317,473 I see footnote( 3 )
Common Stock, par value $0.001 per share 124,750 D( 4 )
Common Stock, par value $0.001 per share 60,277 D( 5 )
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
Convertible Promissory Note ( 1 ) 02/15/2022 M 1,000,000 ( 1 ) ( 1 ) Common Stock, par value $0.001 per share; Warrant ( 1 ) ( 1 ) 0 I see footnote( 2 )
Common Stock Purchase Warrant $ 6.6 02/15/2022 M 234,274 02/14/2022 02/14/2027 Common Stock, par value $0.001 per share 234,274 ( 1 ) 234,274 I see footnote( 2 )
Common Stock Purchase Warrant $ 6.6 02/10/2022 02/10/2027 Common Stock, par value $0.001 per share 300,000 300,000 I see footnote( 2 )
Common Stock Purchase Warrant $ 8.61 02/06/2022 02/06/2027 Common Stock, par value $0.001 per share ( 6 ) 119,237 I see footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
3 WEST HILL PLACE
BOSTON, MA02110
X Director by Deputization
Manchester Explorer, L.P.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X
FRANK MORGAN C.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X X
BESSER JAMES E
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X
Signatures
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 02/17/2022
Signature of Reporting Person Date
Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 02/17/2022
Signature of Reporting Person Date
Morgan C. Frank By: /s/ Morgan C. Frank 02/17/2022
Signature of Reporting Person Date
James E. Besser By: /s/ James E. Besser 02/17/2022
Signature of Reporting Person Date
Manchester Management PR, LLC By: /s/ James E. Besser, Managing Member 02/17/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities were obtained due to the conversion of a Convertible Promissory Note (the "Note"). The Note was convertible into an equal amounts of shares of Common Stock, par value $0.001 per share and Common Stock Purchase Warrants at a conversion price equal to the sum of principal and accrued interest multiplied by 1.25. The principal amount of the Note was $1,026,630 and the Note had accrued $97,881 of interest. The total principal and interest was then multiplied by 1.25 resulting in a conversion value of $1,405,639. This translated to 234,274 shares of Common Stock, par value $0.001 per share and 234,274 Common Stock Purchase Warrants based upon a $6.00 purchase price. 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.
( 2 )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, 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.
( 3 )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.
( 4 )The reported securities are directly owned by James E. Besser in his personal capacity.
( 5 )The reported securities are directly owned by Morgan C. Frank in his personal capacity.
( 6 )This amount of reported securities has been adjusted from 126,391 to 119,237 to accurately reflect the number of Warrants held by Explorer. 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.

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 Number.