Sec Form 4 Filing - Lough Denver @ POLARITYTE, INC. - 2020-01-16

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
Lough Denver
2. Issuer Name and Ticker or Trading Symbol
POLARITYTE, INC. [ PTE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Prior Director and Officer
(Last) (First) (Middle)
8 EAST BROADWAY, SUITE 320
3. Date of Earliest Transaction (MM/DD/YY)
01/16/2020
(Street)
SALT LAKE CITY, UT84111
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 (from Stock Option) 01/16/2020 01/16/2020 M 10,000 A $ 3.12 10,000 I Spouse's Employee Stock from Stock Option
Common Stock (from Stock Option) 01/16/2020 01/16/2020 S 10,000 D $ 4.17 0 I Spouse's Employee Stock from Stock Option
Common Stock (from Stock Option) ( 1 ) 01/16/2020 01/16/2020 F 0 D $ 4.14 0 I Spouse's Employee Stock from Stock Option
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
Stock Option ( 2 ) $ 3.12 01/16/2020 M 10,000 12/16/2018 02/15/2020 Common Stock 10,000 $ 0 10,000 I Spouse to Reporting Person
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lough Denver
8 EAST BROADWAY, SUITE 320
SALT LAKE CITY, UT84111
X Prior Director and Officer
Signatures
/s/ Denver M. Lough 01/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 16, 2020 the full stock option to exercise 10,000 options at an exercise price of $3.12 was conducted by the Issuer's broker. The resultant converted 10,000 shares were then immediately sold by the Issuer's broker into the open market. The cash proceeds from the sale were used to pay the exercise cost, required tax withholding, brokerage commissions and fees. The sale price of $4.17 represents a weighted average price as multiple executions were involved in completing the exercise transaction. Additional detail regarding the individual execution prices is available upon request.
( 2 )See prior Form-4 filed on December 19, 2016 (as described in remarks section of this filing)

Remarks:
REPORTING PERSON'S SPOUSE'S TRANSACTION: On December 7, 2016, Reporting Person's spouse, an employee of the Issuer, was granted a 10 year option to purchase 10,000 shares of the Issuer's common stock which option is exercisable any time on or after the date on which stockholder approval has been obtained for the Issuer's 2017 Equity Incentive Plan. According to the option grant "The option shall vest in 24 equal installments over 24 months commencing on the one-month anniversary date of the grant." The Reporting Person's spouse: (1) A person deemed to be an "affiliate" of the Company; (2) A person whom which was required to receive "pre-clearance" from the Issuer and the removal of Issuer imposed restrictions on the shares; (3) A person whom which was required to file an SEC Form 144 with the Issuer's Broker; and (4) A person whom which requires the Reporting Person to file a SEC Form-4 for the transaction to exercise and sell said security was terminated from her position on 11/15/2019 and had an Issuer-imposed 90 days to exercise the stock option. The cash proceeds from the sale are used to pay the exercise cost, required tax withholding, brokerage commissions and fees. Represents a weighted average price as multiple executions were involved in completing the exercise transaction. Additional detail regarding the individual execution prices is available upon request.REPORTING PERSON'S SPOUSE'S EMPLOYMENT AND OPTION GRANT: Please see the Form-4 filed on December 19, 2016 describing the grant for the option to purchase 10,000 shares of the Issuers stock: http://www.sec.gov/Archives/edgar/data/1076682/00014931521REPORTING PERSON'S CURRENT BENEFICIAL OWNERSHIP: The Reporting Person continues to maintain their current beneficial ownership, as recently filed on the Reporting Person's last SEC Form-4, and has not conducted any transactions since the last Form-4 filing.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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