Sec Form 4 Filing - MANCHESTER MANAGEMENT CO LLC @ Modular Medical, Inc. - 2017-07-24

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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) _____ Other (specify below)
(Last) (First) (Middle)
3 WEST HILL PLACE,
3. Date of Earliest Transaction (MM/DD/YY)
07/24/2017
(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 ( 1 ) 07/24/2017 J( 2 ) 2,900,000 D $ 0.13 0 D
Common Stock, par value $0.001 per share ( 1 ) 07/24/2017 P( 3 ) 5,664,690 ( 4 ) A $ 0.66 5,664,690 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
3 WEST HILL PLACE
BOSTON, MA02110
X
Manchester Explorer, L.P.
MANCHESTER MANAGEMENT COMPANY, L.L.C
3 WEST HILL PLACE
BOSTON, MA02114
X
FRANK MORGAN C.
1398 AERIE DRIVE
PARK CITY, UT84060
X
BESSER JAMES E
3 WEST HILL PLACE
BOSTON, MA02114
X
Signatures
Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 08/01/2017
Signature of Reporting Person Date
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 08/01/2017
Signature of Reporting Person Date
James E. Besser By: /s/ James E. Besser 08/01/2017
Signature of Reporting Person Date
Morgan C. Frank By: /s/ Morgan C. Frank 08/01/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is being filed by Manchester Explorer, L.P. ("Explorer"), Manchester Management Company, LLC (""MMC""), James E. Besser and Morgan C. Frank as 10% Owners, and by Messrs. Frank and Besser as Director. On July 24, 2017 Mr. Besser resigned as a Director of Modular Medical, Inc.
( 2 )On July 24, 2017, Modular Medical, Inc. (the "Company") entered into a Reorganization and Share Exchange Agreement with Messrs. Frank and Besser, Quasuras Inc. ("Quasuras") and Paul DiPerna (the "Acquisition Agreement"), pursuant to which, among other items, the Company acquired Quasuras and Messrs Frank and Besser exchanged their shares of Quasuras for shares of the Company and as a result received in the aggregate 361,660 shares (180,830 each) of the Company's common stock (the "Acquisition"). Additionally, simultaneously and as a condition to the Acquisition and the Private Placement (as defined below), Explorer cancelled all 2,900,000 shares of common stock owned by Explorer prior to the Acquisition.
( 3 )Simultaneously with the Acquisition, Explorer and Jeb Partners, LP, an affiliate of the reporting persons ("JEBP") purchased in a private placement by the Company (the "Private Placement") 4,545,455 shares and 757,576 shares of the Company's common stock, respectively. A $375,000 portion of the purchase price of the shares acquired by Explorer in the Private Placement was paid by crediting Explorer $375,000 against such purchase price paid by Explorer for the 2,900,000 shares cancelled by Explorer.
( 4 )The reported 5,664,690 shares consists of (i) 4,545,455 shares purchased by Explorer in the Private Placement, (ii) 757,576 shares owned by JEBP acquired in the Private Placement, (iii) 180,830 shares owned and acquired by Mr. Frank in the Acquisition, and (iv) 180,830 shares owned and acquired by Mr. Besser in the Acquisition. As a result of the above, MMC and Explorer may be deemed to beneficially own 5,664,690 shares, and each of Messrs. Besser and Frank may be deemed to beneficially own 5,483,860 shares. Each of such persons, however, disclaims beneficial ownership of all shares other than those shares directly owned by it.
( 5 ). MMC, provides investment management services to Explorer and JEBP. The reported securities may be deemed indirectly beneficially owned by MMC as a result of it being the general partner of Explorer and JEBP. The reported securities may also be deemed to be indirectly beneficially owned by James E. Besser, as a Managing Member of MMC and by Morgan C. Frank, who serves as a portfolio manager and a consultant of MMC. Each of the Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein.

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